Terms of Service

1Acceptance of Terms

1.1 Agreement to Terms

By accessing, registering for, or using the Meridian Legal Technologies platform and services (the "Service"), including but not limited to our embeddable chat widget and associated AI tools, you ("Client," "You," or "Your") agree to be bound by these Terms of Service ("Terms"). If you are accessing the Service on behalf of a law firm, organization, or other entity, you represent and warrant that you have the authority to bind such entity to these Terms.

1.2 Acceptance Mechanism

Your use of the Service constitutes acceptance of these Terms. If you do not agree to all of these Terms, please do not access or use the Service. We reserve the right to refuse service to anyone who does not comply with these Terms.

1.3 Additional Terms

These Terms work in conjunction with our Privacy Policy and any Data Processing Agreement (for Enterprise clients). In the event of a conflict between these Terms and other Meridian policies, these Terms shall control unless otherwise expressly stated in writing by an authorized representative of Meridian.

2Description of Service

2.1 Service Overview

Meridian Legal Technologies provides an AI-powered Software-as-a-Service (SaaS) platform designed specifically for Canadian immigration law firms. The Service includes an embeddable chat widget that integrates with law firm websites and provides immigration-related information and guidance to website visitors.

2.2 Core Components

The Meridian platform consists of the following components:

• Embeddable Widget: A JavaScript-based chat interface that law firms embed on their websites
• AI Engine: Powered by proprietary AI technology and industry-leading language models, providing intelligent responses to immigration-related inquiries
• Microservices Architecture: 66+ specialized microservices including:
  • Comprehensive Ranking System (CRS) calculator
  • Immigration stream eligibility checker
  • Document analysis and requirements assessment
  • Processing time estimator
  • Application status tracking guidance
  • Additional specialized immigration assessment tools
• Administrative Dashboard: Tools for law firms to manage conversations, configure settings, and monitor usage
• Analytics and Reporting: Insights into widget usage, conversation metrics, and engagement data

2.3 Infrastructure and Delivery

The Service is delivered as a cloud-based SaaS platform using proprietary microservices and third-party enterprise cloud infrastructure. The Service is accessed via your law firm's website through a secure JavaScript embed code provided by Meridian.

2.4 Service Modifications

Meridian may modify, update, or discontinue features of the Service at any time. We will use commercially reasonable efforts to notify you of material changes that negatively impact your use of the Service.

3Account Registration and Eligibility

3.1 Eligibility Requirements

To register for the Service, you must:

• Be a licensed Canadian immigration law firm, immigration consultant regulated by the CICC-regulated program, or an authorized representative of such entity
• Be at least 18 years of age or the age of majority in your province/territory
• Have the legal authority to bind your firm or organization to these Terms
• Not be prohibited from using the Service under Canadian, provincial, or applicable regulatory law

3.2 Account Registration Process

To create an account, you must provide accurate, complete, and current information as requested in our registration form. This includes:

• Firm legal name and operating name
• Registered business address in Canada
• Law Society or CICC registration details
• Authorized representative contact information
• Valid email address

3.3 Information Accuracy

You represent and warrant that all information provided during registration is accurate, complete, and current. You agree to promptly update your account information if any details change. Meridian is not responsible for any issues arising from outdated or inaccurate account information.

3.4 Account Security

You are responsible for maintaining the confidentiality of your account credentials (username, password, API keys, etc.) and for all activities that occur under your account. You agree to:

• Use a strong, unique password
• Notify Meridian immediately of any unauthorized access or suspected breach
• Log out of your account when finished, especially on shared computers
• Not share your account credentials with unauthorized individuals

Meridian is not liable for any losses resulting from unauthorized use of your account if the breach is due to your negligence or failure to secure your credentials.

3.5 Brand Asset License

By registering an account, the Client grants Meridian a limited, non-exclusive, royalty-free license to programmatically access the Client's publicly available website to extract brand assets including, but not limited to, logos, brand colors, fonts, and favicon images for the sole purpose of configuring and customizing the AI chat widget to match the Client's website design. This license is revocable upon written notice and terminates automatically upon account termination.

3.6 One Account Per Firm

Each law firm may maintain only one active account with Meridian unless otherwise authorized in writing. However, multiple users from the same firm may access the account (number of users depends on subscription tier as outlined in Section 4). Excessive account creation may result in account termination and suspension of service.

3.7 Account Suspension

Meridian reserves the right to suspend or terminate your account immediately without notice if we reasonably believe you have violated these Terms, provided false information, or are using the Service for unlawful purposes.

3.8 API Key and Widget Snippet Security

The Client is solely responsible for the security of all API keys, authentication tokens, and JavaScript widget embed codes provided by Meridian. The Client shall not share API keys with unauthorized third parties and shall implement reasonable safeguards to prevent unauthorized use. The Client accepts strict liability for any overage charges, unauthorized usage, or service abuse resulting from compromised, leaked, or improperly secured API keys or widget embed codes, including but not limited to leaks caused by third-party web developers or contractors engaged by the Client. Meridian reserves the right to revoke and regenerate API keys at any time if unauthorized use is detected.

4Subscription Plans and Billing

4.1 Available Subscription Tiers

Meridian offers the following subscription plans (all prices in Canadian Dollars):

Plan	Monthly Price	Annual Price	Conversations/Month	Key Features
Starter	$99 CAD	$1,188 CAD (save $198)	500	Core AI tools, basic dashboard, email support
Professional	$249 CAD	$2,988 CAD (save $498)	2,000	Full AI suite, advanced analytics, priority support, up to 3 users
Enterprise	$699 CAD	$8,388 CAD (save $1,398)	10,000	All 66 microservices, white-label option, unlimited users, dedicated account manager

4.2 Conversation Limits and Overage Charges

Each plan includes a specified monthly conversation limit. A "conversation" is defined as a unique chat session between a website visitor and the Meridian widget. Once you exceed your monthly limit, overage charges apply:

• Starter Plan: $0.15 CAD per additional conversation
• Professional Plan: $0.10 CAD per additional conversation
• Enterprise Plan: $0.05 CAD per additional conversation

Overage charges are calculated and billed at the end of each billing cycle.

4.3 Billing Cycle and Charges

Subscription fees are charged:

• Monthly Plans: In advance on the first day of each calendar month
• Annual Plans: In advance on your subscription anniversary date

All fees are exclusive of applicable Harmonized Sales Tax (HST), Goods and Services Tax (GST), or other provincial sales taxes, which will be added to your invoice if applicable based on your firm's location.

4.4 Payment Method and Processing

All payments are processed through our Third-Party Payment Processor, which is PCI-compliant. By providing payment information, you authorize Meridian to charge your payment method for the fees associated with your subscription plan and any applicable overage charges. You are responsible for keeping your payment information current and accurate.

4.5 Auto-Renewal

Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date. You will receive an email notification at least 7 days before each renewal. Continued use of the Service after renewal constitutes acceptance of the renewal and associated charges.

4.6 Failed Payments

If payment fails, Meridian will attempt to collect payment using the backup payment method on file. If payment continues to fail after two collection attempts, your account may be suspended until payment is received. Meridian may charge a $25 CAD failed payment fee.

4.7 Price Changes

Meridian may change subscription fees, overage charges, or other pricing elements at any time. Any price changes will take effect on the first day of the next billing period after 30 days' written notice to your registered email address. If you do not agree with the new pricing, you may cancel your subscription within this 30-day notice period without penalty.

4.8 Taxes

You are responsible for all applicable federal, provincial, and municipal taxes related to your use of the Service. Meridian will calculate and add the appropriate HST/GST based on your firm's registered address in Canada. Tax-exempt organizations must provide valid tax exemption documentation.

4.9 No Refunds for Monthly Plans

Subscription fees for monthly plans are non-refundable once charged. If you cancel your subscription mid-month, you retain access through the end of your current billing period but receive no refund or credit for unused time.

4.10 Prorated Refunds for Annual Plans

If you cancel an annual subscription before the end of the 12-month term, you may be eligible for a prorated refund calculated as follows:

• Remaining months × (Monthly equivalent fee) = Refund amount
• Refunds will be processed to your original payment method within 10 business days
• A cancellation fee of $50 CAD may apply

5Free Trial

5.1 Trial Terms

Meridian offers a 14-day free trial of all subscription features (excluding white-label branding, which is available only on Enterprise plans). During the trial period, you have full access to all features of the selected plan at no charge.

5.2 No Credit Card Required

No credit card or payment information is required to start your free trial. However, you must provide valid account information and agree to these Terms to activate the trial.

5.3 Trial Conversion

At the end of your 14-day trial period, your account will automatically convert to a paid subscription at the regular rate for the plan you selected unless you cancel before the trial ends. You will receive an email reminder 3 days before trial expiration.

5.4 One Trial Per Firm

Each law firm is entitled to only one free trial. Attempting to create multiple trial accounts may result in suspension of all associated accounts. You may not combine multiple trials or use trials to avoid paying subscription fees.

5.5 Trial Cancellation

You may cancel your trial at any time before the conversion date. Cancellation requires written notice via your account dashboard or email to info@meridianlegal.ca. Cancellation is effective immediately, and all trial data is deleted unless you convert to a paid plan.

6Acceptable Use Policy

6.1 Lawful Use Only

You agree to use the Service only for lawful purposes and in a way that does not infringe upon the rights of others or restrict their use and enjoyment of the Service. Prohibited behavior includes:

• Harassment, bullying, or threatening language directed at any person
• Deliberate attempts to disrupt the Service or overload servers
• Unauthorized access to other users' accounts or data
• Illegal activities or assistance with illegal activities
• Malware distribution or attempts to compromise system security

6.2 Unauthorized Legal Advice Prohibition

The Service is provided to licensed immigration law firms and CICC-regulated consultants. You agree NOT to:

• Present the AI responses as legal advice provided by a lawyer or consultant
• Use the Service to provide legal advice to individuals if you are not licensed to do so
• Misrepresent the AI's capabilities or the nature of information it provides
• Create the impression that website visitors are receiving professional legal services when they are interacting with the widget

6.3 Required Disclaimers

You must prominently display the following disclaimer or substantially similar language on any page where your Meridian widget appears:

"The Meridian AI chat widget provides informational content about immigration processes and options. It does not constitute legal advice. Responses are generated by artificial intelligence and may contain errors or be outdated. You should not rely solely on this information for immigration decisions. Consult with a licensed Canadian immigration lawyer or CICC-regulated consultant before making any application decisions. [Your Firm Name] assumes no liability for decisions made based on information provided by this widget."

6.4 Data Collection Restrictions

You must not use the Service to:

• Collect sensitive personal information (SIN, passport numbers, financial information) beyond what is necessary for immigration purposes
• Sell, trade, or share visitor data with third parties without explicit consent
• Use visitor data for marketing purposes unrelated to immigration services
• Create shadow profiles or maintain data longer than legally required

Your use of visitor data is subject to the Privacy Policy and applicable privacy laws including PIPEDA (Personal Information Protection and Electronic Documents Act).

6.5 Reverse Engineering Prohibition

You agree NOT to:

• Attempt to reverse-engineer, decompile, or disassemble the Meridian platform or AI models
• Bypass security measures or access controls
• Extract proprietary algorithms or training methodologies
• Copy, modify, or redistribute the widget code for unauthorized purposes

6.6 Resale Restrictions

Except as expressly permitted for Enterprise clients under white-label arrangements, you may NOT:

• Resell, sublicense, or rent access to the Service
• Offer the Service to other law firms or consultants
• Create derivative products based on the Service
• Allow non-employees to use your account

Enterprise clients may offer white-label versions to other firms under a separate white-label agreement.

6.7 Regulatory Compliance

You agree to comply with:

• All regulations and guidance from Immigration, Refugees and Citizenship Canada (IRCC)
• Your provincial Law Society rules and professional conduct standards
• College of Immigration and Citizenship Consultants (CICC) Code of Professional Conduct (if applicable)
• All applicable Canadian federal, provincial, and municipal laws

Violations of these regulations may result in immediate account suspension and termination.

6.8 Rate Limiting and Abuse Prevention

Each subscription tier has rate limits to prevent system abuse. Rate limits apply per account and are enforced at the API level. Attempting to circumvent rate limits, including through automated attacks or distributed access patterns, is prohibited and may result in account suspension.

6.9 Prohibition on Automated Access

The use of automated scrapers, bots, spiders, crawlers, or any other automated means to access, query, or extract data from the Meridian platform, AI chat widget, or any associated APIs is strictly prohibited without prior written authorization from Meridian. Any violation of this provision shall result in immediate account termination and may give rise to a claim for damages, including but not limited to costs incurred in investigating and remediating the unauthorized access. This prohibition extends to any third party acting on behalf of or at the direction of the Client or its competitors.

6.10 Enforcement

Meridian reserves the right to investigate and prosecute violations of this Acceptable Use Policy to the fullest extent of the law. Violations may result in immediate account suspension, termination, and potential legal action.

7AI Disclaimer and Limitations

7.1 Informational Not Legal Advice

The Meridian Service, including all AI-generated responses, provides informational content only and does NOT constitute legal advice, professional legal services, or the creation of a solicitor-client relationship. The Service is designed to provide general information about immigration processes, eligibility requirements, and procedural guidance.

7.2 AI Accuracy Limitations

You acknowledge and accept that:

• AI systems can produce inaccurate, outdated, or incomplete information
• The AI may "hallucinate" or generate plausible-sounding but false information
• Immigration laws and IRCC requirements change frequently; the AI training data has a knowledge cutoff and may not reflect current requirements
• The AI cannot provide advice specific to complex or unusual circumstances
• No AI system is 100% accurate; human review and verification is always necessary

7.3 Pre-Retainer Confidentiality

The Client acknowledges that website visitors using the AI chat widget may disclose personal or sensitive immigration information prior to establishing a formal solicitor-client or consultant-client relationship. The Client assumes full responsibility for managing the confidentiality of all pre-retainer information collected through the widget in accordance with their applicable provincial Law Society rules, the College of Immigration and Citizenship Consultants (CICC) Code of Professional Conduct, and any other applicable regulatory requirements. Meridian shall not be liable for any breach of confidentiality arising from the Client's failure to implement adequate pre-retainer information handling procedures.

7.4 Law Firm Responsibility for Verification

As a licensed law firm or CICC-regulated consultant using the Service, you are solely responsible for:

• Verifying all AI-generated information against current, official sources (IRCC website, legislation, case law)
• Assessing the accuracy and applicability of AI responses to specific client situations
• Providing competent legal advice based on your own knowledge and analysis, not relying solely on AI responses
• Maintaining professional liability insurance adequate to cover AI-assisted practice
• Ensuring your use of the Service complies with professional conduct standards

7.5 No Guarantee of Outcomes

Meridian makes NO guarantee, warranty, or representation regarding:

• Immigration application approval or success rates
• Processing times for applications
• Specific visa category eligibility for particular individuals
• Immigration policy or legislative changes
• Government decision-making processes

Immigration outcomes depend on many factors, including government discretion, policy changes, and individual circumstances that the AI cannot predict.

7.6 No Solicitor-Client Relationship with Website Visitors

Website visitors who use your Meridian widget:

• Do NOT create a solicitor-client relationship with your firm merely by using the widget
• Should not assume information from the widget constitutes professional legal advice
• Are receiving informational assistance only, subject to your posted disclaimer
• Must take their own responsibility for decisions made based on widget information

7.7 Insurance Requirements

You represent and warrant that your law firm or consulting practice maintains adequate professional liability insurance (errors and omissions insurance) that covers your use of AI-assisted tools and services. Insurance coverage must be maintained continuously during your subscription period.

7.8 Limitation of Meridian Liability for AI Outputs

Meridian is not liable for:

• Inaccuracies, errors, or omissions in AI-generated responses
• Decisions or actions taken based on AI information
• Immigration application outcomes, delays, or rejections
• Changes in immigration policy or IRCC requirements after AI responses are generated
• Harm or losses resulting from reliance on AI-generated information

Your reliance on AI responses is at your own risk. You assume all responsibility for verification and professional judgment.

7.9 Third-Party Dependencies

The Meridian AI engine is powered by Third-Party AI Subprocessors. Meridian is not responsible for outages, changes, or limitations imposed by our AI Subprocessors. If our AI processing services become unavailable, the AI features of the Service may be degraded or temporarily unavailable. Meridian will work with its AI Subprocessors to resolve issues but cannot guarantee uninterrupted AI functionality.

8Intellectual Property Rights

8.1 Meridian's Ownership

Meridian retains all right, title, and interest in:

• The Meridian platform, widget, and all associated software
• Source code, algorithms, and technical infrastructure
• The AI models and language processing systems (excluding third-party AI models, which remain the property of their respective providers)
• Meridian branding, logos, trademark, trade names, and visual design
• All documentation, specifications, and technical materials
• Improvements, modifications, or enhancements we develop

Except as expressly granted in this Agreement, no intellectual property rights are transferred to you.

8.2 License Grant to You

Meridian grants you a limited, non-exclusive, non-transferable license to:

• Access and use the Service for your law firm's business purposes
• Embed the provided widget code on your law firm website
• Modify the widget appearance to match your website design (within permitted parameters)
• Use the Service in accordance with these Terms and your subscription tier features

This license is revocable and terminates upon cancellation or termination of your account.

8.3 Your Content Ownership

You retain ownership of:

• Your law firm's documents, content, and materials uploaded to the Service
• Client information and conversation data (subject to privacy obligations)
• Customizations and configurations you create within the Service

8.4 Your Grant to Meridian

By uploading or submitting content to the Service, you grant Meridian a worldwide, royalty-free license to:

• Process your documents to provide the Service
• Store your data on our servers
• Create backups and copies necessary for service delivery
• Analyze anonymized, aggregated data to improve the Service (if data is properly de-identified)

This license is limited to the purpose of providing the Service and does not include the right to publicly disclose or commercially exploit your content.

8.5 White-Label Rights (Enterprise Only)

Enterprise clients may be granted permission to remove or modify Meridian branding from the widget under a separate white-label agreement. Such modifications are subject to:

• Execution of a separate white-label amendment
• Maintenance of required legal disclaimers and disclosures
• Payment of additional white-label fees (if applicable)
• Compliance with all terms of this Agreement

8.6 Feedback and Suggestions

Any feedback, suggestions, or ideas you provide to Meridian regarding the Service may be used by Meridian without compensation or attribution. By providing feedback, you grant Meridian a non-exclusive, perpetual license to use, modify, and commercialize such feedback.

8.7 Third-Party IP

The Service may integrate third-party services and APIs, including Third-Party AI Subprocessors, Third-Party Payment Processors, and Third-Party Infrastructure Providers. Use of these services is subject to their respective terms and licenses. Meridian is not responsible for third-party intellectual property.

9Data and Privacy

9.1 Privacy Policy

Your use of the Service is governed by Meridian's Privacy Policy, which describes how we collect, use, and protect your data. The Privacy Policy is incorporated into these Terms by reference. If there is a conflict between this Agreement and the Privacy Policy, the Privacy Policy controls with respect to data handling practices.

9.2 Data Controller and Processor Roles

With respect to client conversation data and information collected through your widget:

• You are the Data Controller: You determine the purposes and means of processing client data
• Meridian is the Data Processor: Meridian processes data only as instructed by you to provide the Service

You are responsible for obtaining necessary consents from website visitors and complying with privacy laws regarding data collection and use.

9.3 PIPEDA Compliance

Meridian and you agree to comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy laws. You are responsible for:

• Obtaining explicit consent before collecting personal information through the widget
• Providing privacy notices explaining data collection and use
• Enabling visitors to access, correct, and delete their information
• Reporting data breaches to authorities as required

9.4 Data Processing Agreement (DPA)

Enterprise clients may request a Data Processing Agreement that specifies data handling practices, security measures, and compliance obligations in greater detail. The DPA supplements these Terms and will be provided upon request.

9.5 Data Retention and Deletion

Client conversation data is retained according to your subscription tier and legal requirements:

• Conversation logs are retained for 12 months (minimum; you may request longer retention)
• Upon account termination, data is retained for 30 days to allow export
• After 30 days, data is permanently deleted unless required by law
• You are responsible for maintaining your own backups of important data

9.6 Data Security

Meridian implements industry-standard security measures, including encryption in transit and at rest. However, no system is completely secure. Meridian is not liable for unauthorized access, breaches, or data loss unless such loss is directly caused by Meridian's gross negligence or willful misconduct.

9.7 Data Transfer and Subprocessors

Your data may be processed by subprocessors, including:

• Third-Party AI Subprocessors (for natural language processing)
• Third-Party Infrastructure Providers (for hosting and content delivery)
• Third-party hosting providers

By using the Service, you consent to such data transfers and subprocessor arrangements.

10Service Level Agreement (SLA) and Uptime

10.1 Uptime Targets

Meridian targets the following uptime for the Service:

• Professional Plan: 99.9% uptime per calendar month
• Enterprise Plan: 99.9% uptime per calendar month
• Starter Plan: No uptime guarantee; best effort only

Uptime is measured from our Third-Party Infrastructure Provider's edge servers. Scheduled maintenance windows are excluded from uptime calculations.

10.2 Scheduled Maintenance

Meridian may perform scheduled maintenance during off-peak hours (typically 2 AM - 6 AM EST on Sundays). We will provide at least 48 hours' notice via email for planned maintenance. Scheduled maintenance is excluded from SLA uptime calculations.

10.3 Service Credits (Enterprise Only)

If the Service experiences downtime exceeding SLA targets in a calendar month, Enterprise clients may be eligible for service credits:

• 99.0% to 99.89% uptime: 5% monthly fee credit
• 95.0% to 98.99% uptime: 10% monthly fee credit
• Below 95% uptime: 25% monthly fee credit

To claim credits, you must submit a request within 30 days of the incident with documentation of the downtime.

10.4 Force Majeure

Meridian is not liable for downtime caused by force majeure events beyond our reasonable control, including:

• Natural disasters, severe weather, or acts of God
• War, terrorism, or civil unrest
• Pandemics or epidemics
• Government actions or regulatory changes
• Massive internet outages or provider failures
• Cyberattacks on third-party infrastructure (including cloud and AI providers)

Force majeure events are excluded from uptime calculations and do not trigger service credits.

10.5 Exclusions from SLA

The SLA does not apply to downtime caused by:

• Your network, device, or system failures
• Your unauthorized modifications to the widget code
• Violations of these Terms or acceptable use policy
• Third-party service failures (including payment, cloud, and AI processing providers)

11Support and Customer Service

11.1 Support Tiers

Support availability varies by subscription plan:

• Starter Plan: Email support only; 48-hour response time
• Professional Plan: Priority email support; 24-hour response time
• Enterprise Plan: Dedicated account manager, email, phone support; 4-hour response time

11.2 Support Channels

Submit support requests via:

• Email: info@meridianlegal.ca or support dashboard
• In-app support chat (dashboard)
• For Enterprise: Phone and dedicated account manager

11.3 Support Hours

Support is available Monday through Friday, 9:00 AM to 6:00 PM Eastern Standard Time (EST), excluding Canadian statutory holidays. Support response times apply only during support hours.

11.4 Scope of Support

Meridian support covers:

• Technical troubleshooting of the Service
• Account and billing questions
• Onboarding and setup assistance
• Feature usage guidance
• Bug reports and technical issues

Support does NOT include:

• General immigration law advice
• Website design or integration beyond widget embedding
• Custom development or API integration (available as professional services)
• Third-party software support (Third-Party Infrastructure Providers, Third-Party Payment Processors, etc.)

12Termination and Cancellation

12.1 Termination by You

You may cancel your subscription at any time by:

• Visiting your account dashboard and clicking "Cancel Subscription"
• Sending written notice to info@meridianlegal.ca

Cancellation is effective at the end of your current billing period. You retain access to the Service through the end of the billing cycle.

12.2 Termination by Meridian

Meridian may terminate your account:

• For Cause: Immediately and without notice for violation of these Terms, including the Acceptable Use Policy
• For Convenience: With 30 days' written notice for any reason

12.3 Termination for Breach

Meridian may immediately terminate your account without notice if you:

• Violate the Acceptable Use Policy
• Provide false information during registration
• Engage in illegal activities
• Breach professional conduct standards or regulatory requirements
• Fail to pay fees after two collection attempts
• Attempt to circumvent security measures or reverse-engineer the Service

12.4 Effects of Termination

Upon termination:

• Your access to the Service is immediately revoked
• The widget becomes non-functional on your website
• You are responsible for removing the widget code from your website
• Payment obligations for the current billing cycle remain due

12.5 Data Export

Upon termination, you have 30 days to export your data (conversations, configurations, analytics) from your dashboard. After 30 days, all data is permanently deleted. Meridian is not responsible for data loss after the 30-day export window.

12.6 Surviving Provisions

The following sections survive termination of these Terms:

• Section 8 (Intellectual Property)
• Section 13 (Limitation of Liability)
• Section 14 (Indemnification)
• Section 15 (Dispute Resolution)
• Section 17 (General Provisions)

13Limitation of Liability

13.1 Limitation of Liability Cap

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, MERIDIAN'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES PAID BY YOU TO MERIDIAN IN THE 12 MONTHS PRECEDING THE CLAIM.

13.2 Exclusion of Damages

IN NO EVENT SHALL MERIDIAN BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Lost profits, revenue, business opportunities, or goodwill
• Loss of data or document (except for Meridian's gross negligence)
• Damages arising from immigration application outcomes or decisions
• Damages arising from AI accuracy or inaccuracy
• Damages arising from unauthorized access to your account (except for Meridian's negligence)

This limitation applies even if Meridian has been advised of the possibility of such damages.

13.3 No Liability for Third-Party Services

Meridian is not liable for:

• Outages or failures of Third-Party AI Subprocessors
• Outages or failures of Third-Party Infrastructure Providers
• Third-Party Payment Processor issues
• Performance or accuracy of third-party services
• Changes to third-party terms or services

13.4 No Liability for AI Outputs

Meridian is not liable for any AI-generated responses, including inaccuracies, errors, outdated information, or decisions made based on such responses. You use AI outputs at your own risk and bear full responsibility for verification and professional judgment.

13.5 No Liability for Immigration Outcomes

Meridian is not liable for:

• Immigration application approvals or rejections
• Processing delays or times
• Immigration policy changes
• Government decisions or discretionary actions
• Outcomes that depend on government processes beyond the Service's control

13.6 No Warranties

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. MERIDIAN DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. MERIDIAN DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET YOUR EXPECTATIONS.

14Indemnification

14.1 Client Indemnification

You agree to indemnify, defend, and hold harmless Meridian, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Service in violation of these Terms
• Claims by your clients or website visitors based on information provided through the widget
• Your violation of law, regulation, or professional conduct standards
• Your unauthorized modification of the widget or Service
• Your negligence or willful misconduct
• Immigration outcomes or government decisions related to clients you advised using the Service

14.2 Meridian Indemnification

Meridian agrees to indemnify, defend, and hold harmless you from and against any and all claims, damages, losses, liabilities, costs, and expenses arising from:

• Claims that the Meridian platform or widget infringes third-party intellectual property rights
• Meridian's gross negligence or willful misconduct
• Breach of these Terms by Meridian

You must notify Meridian promptly of any claim and provide reasonable cooperation in the defense.

14.3 Indemnification Procedures

To be eligible for indemnification, the indemnified party must:

• Provide prompt written notice of the claim
• Grant sole control of defense to the indemnifying party
• Provide reasonable cooperation and information
• Not make admissions or settle claims without consent

15Dispute Resolution and Governing Law

15.1 Governing Law

These Terms and all matters arising from your use of the Service are governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflicts of law principles.

15.2 Exclusive Jurisdiction

The courts located in Abbotsford, British Columbia have exclusive jurisdiction over any dispute arising from these Terms or the Service. Both parties irrevocably consent to the jurisdiction of these courts and waive any objections based on forum non conveniens or other grounds.

15.3 Informal Resolution (30 Days)

Before initiating formal legal proceedings, both parties agree to attempt informal resolution for 30 days:

• The party with a claim must send written notice describing the dispute to the other party
• Representatives from both parties will meet (in person, by phone, or video) to discuss resolution
• Good faith efforts will be made to resolve the matter

15.4 Mediation

If informal resolution fails, either party may initiate mediation:

• A neutral mediator will be selected by mutual agreement
• Mediation will be conducted in Abbotsford, British Columbia
• Each party bears its own costs plus a share of mediator fees
• Mediation is non-binding; either party may cease mediation and pursue litigation

15.5 Litigation

If informal resolution and mediation fail, either party may pursue litigation in the courts of British Columbia. By using the Service, you irrevocably consent to jurisdiction in British Columbia courts and waive any right to trial by jury.

15.6 Attorneys' Fees

The prevailing party in any dispute may recover reasonable attorneys' fees and court costs from the non-prevailing party.

16Changes to Terms of Service

16.1 Right to Modify

Meridian reserves the right to modify these Terms at any time. Changes will be effective immediately upon posting to the website or via email notification to your registered address.

16.2 Notice Requirements

For material changes that negatively affect your use of the Service, Meridian will provide at least 30 days' written notice via email to your registered address.

16.3 Acceptance of Changes

Your continued use of the Service after notification of changes constitutes acceptance of the modified Terms. If you do not agree with the changes, you must cancel your subscription within the notice period.

16.4 Right to Terminate

If we make material adverse changes to these Terms, you have the right to terminate your subscription without penalty within 30 days of the change notice, even if it would normally require early termination fees.

17General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any executed Data Processing Agreement, constitute the entire agreement between you and Meridian regarding the Service and supersede all prior negotiations, understandings, and agreements. No other document, email, or conversation constitutes a binding modification unless signed by an authorized representative of both parties.

17.2 Severability

If any provision of these Terms is found to be illegal, invalid, or unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, it will be severed. The remaining provisions will continue in full force and effect.

17.3 No Waiver

Meridian's failure to enforce any right or provision does not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Meridian.

17.4 Assignment

You may not assign, transfer, or sublicense these Terms or your account without written consent from Meridian. Meridian may assign these Terms to a successor or affiliate without restriction. Any unauthorized assignment is void.

17.5 Notices

All legal notices and communications must be in writing and delivered by:

• Email to info@meridianlegal.ca (for Meridian) or your registered email address (for you)
• Certified mail to the respective party's registered address
• Personal delivery

Notices are effective upon receipt.

17.6 Force Majeure

Neither party is liable for failure to perform obligations caused by unforeseeable circumstances beyond its reasonable control, including natural disasters, acts of war, terrorism, pandemics, government actions, or massive infrastructure failures. The affected party must provide prompt notice and make commercially reasonable efforts to resume performance.

17.7 Independent Contractors

The relationship between you and Meridian is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. You are not authorized to make representations or commitments on behalf of Meridian.

17.8 No Third-Party Beneficiaries

These Terms are intended for the exclusive benefit of you and Meridian. No third party has any rights or claims under these Terms.

17.9 Headings

Section headings are for organizational purposes only and do not affect the meaning or interpretation of the Terms.

17.10 Counterparts

These Terms may be executed in counterparts (including electronic signatures), each of which constitutes an original and together constitute one agreement.

18Contact Information

18.1 Meridian Contact Details

For questions about these Terms, the Service, billing, or other matters, please contact:

18.2 Notice of Disputes

For notices regarding disputes, breaches, or termination, email info@meridianlegal.ca with "LEGAL NOTICE" in the subject line.