Meibel Customer Agreement

Effective 2 November 2026 · Previous versions

These terms apply to accounts created on or after 2 November 2026. If you created your account before then, the Terms of Service of 24 June 2026 you accepted continue to apply until you accept these terms in the Meibel platform.

If you buy Meibel through an Order Form or a cloud marketplace, your agreement is the one attached to that Order Form.

This Customer Agreement (the "Agreement") is between meibel.ai Inc. ("Meibel") and the organization that accepts it ("Customer"). It governs Customer's use of the Meibel platform, whether Customer signs up online or buys through an Order Form.

1. How this Agreement works

1.1 What makes up the Agreement. The Agreement is made up of these general terms, the Schedules that apply under Section 1.3, and any Order Form between Meibel and Customer.

1.2 Two ways to buy.

(a) Online. Customer creates an account, chooses a plan and accepts this Agreement in the sign-up flow. An online customer receives the Online Defaults: the plan selected in its account, the prices on Meibel's published pricing page, the term and billing options shown at checkout, and the Standard Schedules only.

(b) Order Form. Customer and Meibel agree an "Order Form" that states Customer's plan, fees and Subscription Term. It is signed (electronically or on paper) or, for a marketplace purchase, accepted with the private offer it is attached to. The Order Form lists the Schedules and options that apply to Customer, any "Variations" to these general terms, and any "Special Terms" agreed for that customer only.

1.3 Schedules.

(a) The Standard Schedules apply to every customer: the Usage and Metering Schedule, the Support Schedule and the Data Processing Schedule.

(b) Any other Schedule, and any option within a Schedule, applies only if the Order Form includes it. A reference in this Agreement to a Schedule that is not included has no effect.

(c) For online customers, the Standard Schedules are those published with this version of the Agreement. For Order Form customers, they are attached to the Order Form and numbered there.

1.4 Order of precedence. If documents conflict, this order applies: the Special Terms, the rest of the Order Form (including any Variations), the Schedules, then these general terms, then the pages published under Section 1.9 (nothing published overrides an Order Form). Feature terms work as Section 2.8 says. A Schedule for a cloud-marketplace purchase (a "marketplace Schedule") controls how fees are invoiced, paid and taxed, when the Agreement starts and ends, and how it is executed, unless the Special Terms say otherwise.

1.5 Versions and updates.

(a) Each version of this Agreement is numbered. The version offered online is published at meibel.ai/terms-of-service, and earlier online versions stay available, unchanged, from that page. An agreement made through an Order Form is not published: the Order Form comes with the full text of the version that applies, including any changes the parties agreed.

(b) Online customers are on the current published version. For a new version with a material change that is adverse to Customer, Meibel gives at least 30 days' notice by email or in the Platform, and Customer may cancel before it takes effect; using the Platform after that is acceptance. If Customer accepts a new version in the Platform, it applies from acceptance. Adding features, metered items or offers (Section 3.6(d)) does not change this Agreement.

(c) Order Form customers are on the version named in the Order Form for the whole Subscription Term. A new version applies from a renewal only if Meibel gave notice of it with the renewal notice under Section 3.6(b). Changes the parties agreed for Customer carry over to the new version unless the parties agree otherwise.

1.6 Separate online purchases. An Order Form covers only the accounts and organizations it names. If a department, affiliate or business unit of Customer buys online and is not covered by an Order Form, that purchase is governed by the Online Defaults, even where a related organization has an Order Form.

1.7 Authority. The person accepting this Agreement confirms that they are at least 18 years old and are authorized to bind Customer.

1.8 Business use. The Platform is offered for business use only, not for personal, family or household purposes, and Customer accepts this Agreement as a business. Online accounts should be registered with an email address at Customer's business domain. Meibel may decline or close an online account, or withhold promotional credits from it, if it is registered with a personal or disposable email address or is not used for business purposes.

1.9 Published policies. This Agreement incorporates the following pages Meibel publishes, each as updated under the rule stated for it. Meibel keeps every earlier version of each page available, with its date.

2. The platform

2.1 Access. During the Subscription Term (for an online customer, its term under Section 7.1), Meibel gives Customer a non-exclusive, non-transferable right to access and use the Meibel platform, including its APIs, software development kits and documentation (the "Platform"), for Customer's internal business purposes, within the limits of Customer's plan and this Agreement. Customer may use Outputs for any lawful purpose, including in its own products and services.

2.2 Users. Customer may allow its employees and contractors to use the Platform ("Users"). Customer is responsible for its Users' compliance with this Agreement, for keeping their login credentials secure, and for all activity under its accounts. User limits are set by Customer's plan.

Customer may also appoint third parties, such as consultants or implementation partners, to work with Meibel on its behalf ("Customer Providers"). Meibel may work with a Customer Provider, act on its instructions within what Customer authorizes, and share Customer Data and Customer's Confidential Information with it as Customer directs. Customer is responsible for its Customer Providers as for its Users. Meibel is not responsible for what a Customer Provider does with what Meibel shares at Customer's direction.

2.3 Plans and published limits. Each plan's capabilities and usage limits, including rate limits, request caps and storage thresholds, are published by Meibel. Meibel may enforce published limits, for example by throttling requests above them. Meibel may change plans, their capabilities and their limits. If a change materially reduces the plan Customer is on, Meibel will give at least 30 days' notice and Customer may cancel before it takes effect, except where the change is needed for security, to comply with law or to stop abuse. For an Order Form customer, a reduction waits until renewal unless it is needed for one of those reasons; if Customer cancels over one made mid-term, Meibel refunds prepaid fees for the rest of the term.

2.4 Changes to the Platform. Meibel continuously develops the Platform and may change it. During a paid Subscription Term under an Order Form, Meibel will not materially reduce the core functionality of Customer's plan.

2.5 Preview features. Features Meibel labels as preview, beta or experimental are provided as-is, may change or be withdrawn at any time, and are excluded from any service level, warranty or indemnity.

2.6 Support. Meibel provides the support described in the Support Schedule: for online customers, the support published for their plan; for Order Form customers, standard support and any support option the Order Form selects.

2.7 Third-party models. Customer chooses the AI models and other third-party services it uses with the Platform ("Third-Party Services") and how each is connected. Meibel offers several ways to connect. Customer decides which to use and how to configure them, including whether a setup meets Customer's own legal, security and compliance needs (for example, a business associate agreement or where data is processed).

(a) Through Meibel's accounts ("Meibel-Provided Models"). Meibel connects the model through its own provider account and charges the usage as LLM Vendor Fees, at provider cost or at the price in the Price List or Order Form. The provider is Meibel's subprocessor, so Meibel is responsible for how it handles Customer Data (Section 12.5) and sets up its accounts so the provider does not train on Customer Data. Customer will follow the provider's usage policies, which Meibel makes available.

(b) Through Customer's accounts ("Customer-Connected Services"). Customer connects the service with its own API key or cloud account, for example through Google Vertex AI, Amazon Bedrock or the provider directly. Customer's agreement with the provider governs that use and its charges. The provider is not Meibel's subprocessor, and Meibel is not responsible for it.

(c) Either way. Meibel does not control what models generate: its responsibility under (a) covers how the provider handles Customer Data, not what a model produces. Meibel may suspend a configuration that breaches a provider's policies (with notice where practicable), and may add, change or retire models, giving reasonable notice before retiring one Customer uses where practicable.

2.8 Feature terms. Some features have additional terms that Meibel shows when Customer turns them on. They apply to Customer's use of that feature and form part of this Agreement for that use. If they conflict with these general terms, they control for that feature only.

3. Fees and payment

3.1 Fees. Customer will pay: (a) the platform fee for its plan; (b) usage fees, measured under the Usage and Metering Schedule; (c) LLM Vendor Fees, as described in that Schedule; and (d) any usage commitment in its Order Form. Prices, and what each metered item covers and how it is measured, are published on Meibel's pricing page and in its documentation (together, the "Price List"), or set in the Order Form where there is one.

3.2 Online customers.

(a) Billing options. Online customers pay through the billing options available for their plan, which may include a prepaid balance drawn down by usage, automatic top-ups, plan fees charged in advance, and invoicing for approved accounts. Meibel describes the options and how each works on its billing options page and in Customer's account. Customer may start without a payment method, using any promotional credits it receives.

(b) Payment authorization. Customer authorizes Meibel to charge its payment method on file for all amounts due under the billing options Customer uses, including automatic top-ups at the threshold and amount set in Customer's account. Customer can change those settings, or remove its payment method, in its account at any time.

(c) Spend limit. Customer can set a monthly spend limit in its account. When Customer's charges for a month reach the limit, or a prepaid balance runs out and is not topped up, Meibel will pause new processing until the limit is raised, the balance is topped up, or the next month begins. Stored data is kept while processing is paused, and storage continues to be charged. Customer remains responsible for charges incurred, including any that take a balance below zero.

3.3 Order Form customers. Unless the Order Form says otherwise, Meibel invoices the platform fee monthly in advance (or annually in advance where the Order Form selects it) and usage fees and LLM Vendor Fees monthly in arrears. Invoices are due 30 days from receipt, by card, ACH or wire. For a marketplace purchase, the marketplace Schedule applies instead.

3.4 Usage commitment. If the Order Form sets a usage commitment, it works as described in the Usage and Metering Schedule.

3.5 Taxes. Fees do not include taxes. Customer is responsible for all sales, use, value-added, withholding and similar taxes on its purchases, other than taxes on Meibel's income, property or employees. If Customer is tax-exempt, it will give Meibel a valid exemption certificate.

3.6 Price changes and new features.

(a) Online customers. Meibel may change its published prices. It will give at least 30 days' notice before increasing the price of, or adding a charge to, anything Customer is already using, including its plan. Price decreases take effect when published.

(b) Order Form customers. Prices in an Order Form are fixed for the Subscription Term. Each renewal is at Meibel's then-current list price for Customer's plan unless the Order Form says otherwise. Meibel will give notice of renewal pricing at least 60 days before the Non-Renewal Deadline (Section 7.2). Use of a feature or metered item that the Order Form does not price is charged at Meibel's published price, less any usage discount the Order Form gives.

(c) Third-party prices. Changes in a third-party provider's own prices flow through to LLM Vendor Fees when they take effect, without notice.

(d) New features and metered items. Meibel may add features, metered items and offers to the Platform at any time and publishes them, with their prices, in the Price List. A new item is charged only if Customer chooses to use it, at the price published when Customer uses it. Adding a feature, item or offer is not a change to this Agreement and needs no notice.

3.7 Disputed charges. If Customer disputes a charge in good faith, it will tell Meibel within 30 days of the charge or invoice and pay the undisputed part on time. Both parties will try in good faith to settle it within 15 days of Customer's notice.

3.8 Late payment.

(a) Online customers. If a payment fails and remains unpaid for more than 30 days, Meibel may suspend Customer's access until it is paid.

(b) Order Form customers. If an undisputed invoice is overdue, Meibel may suspend Customer's access after giving written notice and 15 days to pay.

(c) Meibel does not charge interest on late payments.

4. Customer content, outputs and AI

4.1 Customer Content. "Customer Content" means the data, documents, prompts, instructions, configurations and other material that Customer or its Users submit to the Platform, or that the Platform retrieves from data sources Customer connects. As between the parties, Customer owns Customer Content. Customer grants Meibel the right to host, copy, process and transmit Customer Content to provide the Platform and as permitted in Section 4.4.

4.2 Outputs. "Outputs" means the results the Platform generates for Customer from Customer Content. As between the parties, Customer owns its Outputs, subject to the terms of any Third-Party Service used to generate them. Outputs are not exclusive: the Platform may generate similar results for others. An Output that Customer saves to the Platform, writes back to a connected data source, or submits again is also Customer Content. Customer Content and Outputs together are "Customer Data".

4.3 Usage Data. "Usage Data" means data about the operation and use of the Platform, such as logs, metrics, performance data, error reports and which features and settings are used. Usage Data does not include the content of Customer Data (for example, the text of documents, prompts or configurations).

4.4 Data and machine learning.

(a) Usage Data. Meibel may use Usage Data to run, secure, support and improve the Platform, including to train its own models. Usage Data used for training will not identify Customer or any individual.

(b) Customer Data. Meibel uses Customer Data only to provide, support and secure the Platform for Customer, and to create Derived Data under Section 4.4(e).

(c) Disclosure. Meibel discloses Customer Data only: (i) to its subprocessors, including providers of Meibel-Provided Models, as needed to provide the Platform and under confidentiality duties at least as protective as this Agreement's; (ii) to Customer-Connected Services Customer chooses, under their providers' terms; or (iii) as the law requires, after notice to Customer where allowed.

(d) Isolation. Meibel maintains reasonable controls, including multi-tenant isolation, so other customers cannot access or see Customer Data.

(e) Derived Data. "Derived Data" is statistical and structural information about how documents and requests are handled (such as layouts, field types, extraction and retrieval patterns, and confidence measures), aggregated across customers and de-identified so it cannot reasonably be used to identify Customer, any individual, or the substance of Customer Data. Meibel may use Derived Data to improve the Platform, including to train its own models for general capabilities such as parsing, extraction and retrieval. Derived Data never includes the content, meaning, methods or trade secrets in Customer Data. Meibel will not use it to reproduce Customer Data, disclose it, or use it to train a third party's model.

(f) No other training. Otherwise, Meibel does not use Customer Data to train or improve AI models.

(g) Product development. Meibel may develop and market its products freely, as long as it uses Customer's Confidential Information only as this Agreement allows.

4.5 AI outputs. Outputs are generated by AI and may be incomplete or wrong. Meibel does not guarantee their accuracy.

4.6 Customer's data sources. Customer is responsible for having the rights to the data it brings to the Platform, including from websites, third-party sources and APIs, and for using it lawfully and under any terms that apply to it. Meibel does not check those rights.

4.7 Customer's agents and workflows. Agents, workflows and automations Customer configures run on Customer's instructions. Customer is responsible for what they do and for their compliance with law and third-party terms.

4.8 Customer's inputs. Meibel is not responsible for the legality, accuracy or third-party rights of Customer Content, the data sources Customer chooses, or Outputs based on them. Customer is responsible for checking Outputs before relying on them, especially for legal, regulatory, financial or other critical decisions.

4.9 Personal data. Where Meibel processes personal data in Customer Content on Customer's behalf, the Data Processing Schedule applies automatically. No separate data processing agreement is needed. Personal data Meibel collects for its own purposes, such as Users' account and contact details, billing contacts, support requests and website visits, is handled under Meibel's Privacy Policy.

4.10 Prohibited data. Unless Meibel agrees in writing (for example, in a business associate agreement), Customer will not submit HIPAA-regulated health information or payment card numbers, and will not use the Platform mainly to process government identification numbers. Such numbers appearing incidentally in documents are not a breach, and are protected as Customer Data.

5. Acceptable use

5.1 Restrictions. Customer must not, and must not permit any other person to:

(a) copy, modify, reverse engineer, decompile or try to extract the source code or underlying models of the Platform, except as the law expressly permits despite this restriction;

(b) sell, resell, sublicense or otherwise provide access to the Platform to third parties, other than through Outputs used in Customer's own products and services;

(c) use the Platform or Outputs to build a document-intelligence product or service that is substantially similar to and competes with the Platform, or to train an AI model offered as such a service; or

(d) use the Platform where its failure could lead to death, personal injury or severe environmental or property damage, such as life-support, emergency-response or autonomous-vehicle systems.

5.2 Acceptable Use Policy. Customer will comply with Meibel's Acceptable Use Policy, which Meibel publishes and may update (Section 1.9). For an Order Form customer, an update that materially restricts its existing use waits until renewal unless it is needed for security, legal compliance or to stop abuse.

5.3 Suspension to protect the Platform. Meibel may suspend the affected part of Customer's access if Customer materially breaches this Section 5, or its use materially threatens the Platform's security, stability or performance for others. Meibel will give notice first unless an immediate threat makes that impractical (and then promptly after), keep the suspension as narrow as it can, and restore access once the issue is resolved.

6. Security and confidentiality

6.1 Security. Meibel maintains reasonable administrative, technical and physical safeguards for Customer Data, and a documented incident response plan. A "Security Incident" is a breach of the security of Meibel or its subprocessors that leads to unauthorized access to, or loss, alteration or disclosure of, Customer Data. Meibel will notify Customer of one without undue delay after becoming aware of it, share what it reasonably can as it learns more, and keep Customer informed until it is resolved. If the Order Form includes the Security Schedule, that Schedule also applies.

6.2 Confidentiality.

(a) "Confidential Information" is non-public information one party (the "discloser") shares with the other (the "recipient") under this Agreement that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information. The terms of any Order Form are both parties' Confidential Information.

(b) Information is not Confidential Information if the recipient can show it was already public through no fault of the recipient, was already known to it without a duty of confidence, was received lawfully from a third party without restriction, or was developed independently without use of the discloser's information.

(c) The recipient will use Confidential Information only to perform or exercise its rights under this Agreement, and will share it only with its employees, contractors, advisors and subprocessors who need it for that purpose and are bound by confidentiality duties at least as protective as these (for Customer Data, Meibel also follows Section 4.4(c)). It will protect Confidential Information with at least reasonable care.

(d) If the law requires the recipient to disclose Confidential Information, it may do so after giving the discloser prompt notice, where legally allowed, so the discloser can seek protection.

(e) These duties last for three years after this Agreement ends; for Customer Data, for as long as Meibel holds it; and for trade secrets, for as long as they remain trade secrets.

(f) Confidential Information either party shared under an earlier nondisclosure agreement between the parties is also Confidential Information under this Agreement, and this Agreement does not shorten the protection that earlier agreement gives it.

7. Term and termination

7.1 Online customers. The term starts when Customer signs up and renews for the period shown at checkout (monthly unless stated). Customer may cancel at any time in its account, effective at the end of the current period. Fees already paid are not refunded. If the term shown at checkout is longer than its billing period (for example, 12 months billed monthly), Customer may cancel within 14 days of the term's start for a full refund; after that, cancelling stops the term from renewing, and the fees for the rest of the term remain payable.

7.2 Order Form customers. The "Subscription Term" is stated in the Order Form (12 months if not stated). It renews automatically for a further 12 months (or the renewal period the Order Form states) unless either party gives notice of non-renewal at least 30 days (or the notice period the Order Form states) before the term ends (the "Non-Renewal Deadline").

7.3 Termination for cause. Either party may terminate this Agreement or an Order Form by notice if the other party: (a) materially breaches it and does not cure the breach within 30 days after notice; or (b) becomes insolvent, makes a general assignment for its creditors' benefit, or enters bankruptcy, receivership or similar proceedings.

7.4 No termination for convenience. An Order Form may not be terminated for convenience during its Subscription Term, except where a Schedule expressly allows it.

7.5 Effect of termination.

(a) Customer's right to use the Platform ends, except to export Customer Data under Section 7.6.

(b) Customer pays all fees accrued up to the end date.

(c) If Customer terminates for Meibel's uncured breach, Meibel refunds any prepaid fees for the period after termination.

(d) If Meibel terminates for Customer's uncured breach, the fixed fees for the rest of the Subscription Term (the platform fee and any usage commitment) become due. Usage fees and LLM Vendor Fees for that period do not.

7.6 Data export and deletion. For 30 days after this Agreement ends (or, for the accounts it covers, an Order Form ends), Customer may export its Customer Data. Meibel then deletes it from its production systems, within 90 days after the end at the latest. Backups are overwritten on their normal cycle and stay protected until then. Customer may also ask Meibel to delete any Customer Data at any time, and Meibel will do so within 30 days.

7.7 Survival. Provisions that by their nature should continue after termination continue, including Sections 3 (for amounts owed), 4.4, 6.2, 7.5 to 7.7, 8.4, 9, 10 and 12.

8. Warranties and disclaimers

8.1 Mutual. Each party confirms that it has the authority to enter into this Agreement.

8.2 Platform warranty (Order Form customers). During a paid Subscription Term, the Platform will perform materially as its documentation describes, Meibel will provide it in compliance with the laws that apply to Meibel, and Meibel will use industry-standard measures to keep it free of malicious code. This warranty does not cover preview features, pilots, free use, Outputs or Third-Party Services. If the Platform does not conform, Meibel will try to fix it; if it cannot within a reasonable time, Customer may end the affected Order Form by notice and receive a refund of prepaid fees for the rest of the term. This is Customer's only remedy under this warranty.

8.3 Online customers. Online customers do not receive the warranty in Section 8.2. Their remedy for dissatisfaction with the Platform is to cancel under Section 7.1.

8.4 Disclaimer. Except as expressly stated in this Agreement, the Platform, Outputs and Third-Party Services are provided "as is". Meibel disclaims all other warranties, express or implied, including any implied warranties of title, non-infringement, merchantability or fitness for a particular purpose, and does not promise that the Platform will be uninterrupted or error-free.

9. Indemnities

9.1 By Meibel. Meibel will defend Customer against any third-party claim alleging that the Platform, as provided by Meibel, infringes that third party's intellectual property rights, and will pay the damages and costs finally awarded or agreed in settlement. This does not apply to the extent a claim arises from Customer Content, Outputs, Third-Party Services, preview features, combinations with anything Meibel did not provide, modifications not made by Meibel, or use in breach of this Agreement. If such a claim occurs or seems likely, Meibel may modify the Platform so it does not infringe, get Customer the right to keep using it, or, if neither is reasonably possible, terminate the affected service and refund prepaid fees for the period after termination.

9.2 By Customer. Customer will defend Meibel against any third-party claim arising from: (a) Customer Content, or the data sources Customer connects; (b) agents and workflows Customer configures, and their actions; (c) Customer's breach of Section 5; or (d) Customer's breach of a Third-Party Service's policies, including resulting penalties imposed on Meibel. Customer will pay the damages and costs finally awarded or agreed in settlement.

9.3 Process. The party seeking defense will notify the other promptly, give it sole control of the defense and settlement, and cooperate at the defending party's expense. A delay in notice relieves the defending party of its obligations only to the extent the delay prejudices it. The defending party will not settle in a way that admits fault by or imposes obligations on the other party without its consent.

9.4 Exclusive remedy. This Section 9 states each party's entire liability, and the other party's exclusive remedy, for third-party claims of the kinds it covers.

10. Limitation of liability

10.1 No indirect damages. Neither party is liable for lost profits, lost revenue, loss of goodwill, or indirect, consequential, special, incidental or punitive damages arising from or in connection with this Agreement, even if it was told they were possible.

10.2 Cap. Each party's total liability arising from or in connection with this Agreement is limited to the greater of $100 and the platform fees and usage fees Customer paid or owes in the 12 months before the event that gave rise to the liability, including fees paid through a cloud marketplace. LLM Vendor Fees and taxes do not count toward this amount.

10.3 Increased cap (Order Form option). Where an Order Form selects it, the cap for breaches of Section 4.4, Section 6 or the Data Processing Schedule is three times the amount in Section 10.2, in place of that amount. For those breaches, reasonable costs of investigating a Security Incident, notifying affected people and regulators, and credit monitoring the law requires are direct damages.

10.4 Exceptions. Sections 10.1 to 10.3 do not limit: (a) Customer's obligation to pay fees; (b) a party's obligations under Section 9; or (c) liability for fraud, gross negligence or wilful misconduct.

11. Publicity

11.1 Customer listing. Meibel may identify Customer as a customer, using its name and logo, on Meibel's website and in marketing materials. Customer may opt out at any time by emailing legal@meibel.ai, and Meibel will remove Customer's name and logo from its active materials within 30 days.

12. General terms

12.1 Governing law and courts. This Agreement is governed by Delaware law, excluding Delaware's choice-of-law rules. The state and federal courts sitting in Delaware have exclusive jurisdiction, and each party consents to them. Claims may be brought only in a party's individual capacity, not as a plaintiff or class member in a class, collective or representative proceeding.

12.2 Notices. Notices must be in writing and sent by email. Notices to Meibel go to legal@meibel.ai. Notices to Customer go to the notice email in its Order Form or, for an online customer, the main email on its account. A notice is received when sent, unless the sender gets a delivery failure.

12.3 Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger, acquisition or sale of all or substantially all of its relevant assets, with notice to the other party. Any other attempted assignment is void.

12.4 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor actions, government action or widespread internet or utility failures. This does not excuse payment obligations.

12.5 Subcontractors. Meibel may use subcontractors and subprocessors, including the providers of Meibel-Provided Models, to provide the Platform and is responsible for their performance under this Agreement.

12.6 Compliance. Each party will comply with export control, sanctions and anti-corruption laws that apply to it, including U.S. export regulations, OFAC sanctions, the UK Bribery Act 2010 and the Foreign Corrupt Practices Act of 1977. Customer confirms that it is not located in an embargoed country, listed on a U.S. sanctions list, or owned 50% or more by a sanctioned party.

12.7 Feedback. If Customer gives Meibel suggestions or feedback, Meibel may use them without restriction or payment.

12.8 Relationship. The parties are independent contractors. This Agreement does not create a partnership, joint venture or agency, and gives no rights to any third party.

12.9 Entire agreement. This Agreement is the parties' entire agreement on its subject and replaces any prior agreements on it, except as Section 6.2(f) provides for an earlier nondisclosure agreement. Terms in Customer's purchase orders, vendor portals or similar documents do not apply, even if accepted.

12.10 Amendments and waivers. Except for updates to the online version under Section 1.5, this Agreement may be amended only in writing signed or electronically accepted by both parties, including through an accepted cloud-marketplace amendment offer. A failure to enforce a provision is not a waiver.

12.11 Interpretation. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest of the Agreement continues. "Including" means "including without limitation". Headings are for convenience only.

12.12 Electronic execution. This Agreement and any Order Form may be accepted online, signed electronically, accepted through a cloud marketplace, or signed in counterparts, and each of these is as binding as a handwritten signature.

Schedule 1: Usage and Metering

This Schedule explains how Meibel measures and bills usage of the Platform. What Meibel meters, the unit for each item, how it is measured and its price are set out in the Price List (Agreement Section 3.1) or in Customer's Order Form.

1. How usage is measured

(a) Usage is measured and recorded by the Meibel platform. Meibel's usage records are presumed accurate for billing, unless they contain a manifest error or Customer shows otherwise in a dispute under Agreement Section 3.7.

(b) Each metered item is billed in arrears, based on Customer's actual usage during the billing period (a calendar month, unless the Order Form says otherwise). Metered items are billed independently of one another unless the Price List or this Schedule says otherwise.

(c) Customer can see itemized usage by line item in the Platform.

(d) Meibel may bill usage on its best available data at the close of each billing period and correct any variance on a later invoice, as a separate line, within 90 days after that period ends.

2. Metered items

(a) The Price List describes each metered item: what it covers, its unit and how it is measured. Meibel may add, describe or retire metered items in the Price List under Agreement Section 3.6. Before retiring an item priced in Customer's Order Form during its Subscription Term, Meibel will give at least 90 days' notice and make available a replacement that does the same job at no higher price.

(b) If Meibel changes how an existing item is measured in a way that increases Customer's charges, Meibel treats the change as a price increase under Agreement Section 3.6.

(c) For items priced in an Order Form, the Price List descriptions in effect on its Effective Date apply for the Subscription Term, unless a later description lowers Customer's charges.

3. Included allowances and presentation

(a) A plan may include an allowance of a metered item each billing period. Usage within the allowance is not charged. Unused allowance does not carry over unless the Order Form says so.

(b) Prices may be shown in a larger unit than the one an item is metered in, such as per million tokens or per GB-month. Usage is always metered at the unit in the Price List.

4. Third-party model usage

(a) Through Meibel. When Customer uses a third-party model through Meibel's own provider accounts, Customer pays for that usage as stated in the Price List or Order Form ("LLM Vendor Fees"). A price stated as provider cost (or a percentage above it) uses the provider's published standard price for the model at the time of use. LLM Vendor Fees are metered from the provider usage the Platform records for Customer's requests and billed in arrears, separately from the platform fee.

(b) Customer's own key. When Customer connects a model provider with its own account or API key, the provider charges Customer directly under Customer's agreement with it, and no LLM Vendor Fees apply to that usage. Any Meibel charge for using a customer-supplied key is stated in the Price List.

(c) Price changes. Changes in a provider's own prices flow through to LLM Vendor Fees when they take effect. A change Meibel makes to how LLM Vendor Fees are calculated is a price change under Agreement Section 3.6.

5. Prepaid balance

(a) What makes up the balance. Customer's balance is made up of credits Customer has bought (by a top-up or a purchase in its account) and any promotional credits Meibel has granted under Section 6.

(b) What it pays for. The balance pays usage fees and LLM Vendor Fees. It does not pay platform fees, which are charged separately under the Agreement.

(c) Order of use. Promotional credits are used first, those expiring soonest first, then bought credits, oldest first.

(d) Timing. Usage is recorded as it happens but may be deducted from the balance after a short delay, so the balance can briefly go below zero. Any amount below zero is owed by Customer and is taken from the next top-up or charged to Customer's payment method.

(e) Bought credits. Bought credits expire 12 months after purchase. They are not refundable, except where Meibel charged in error, where Meibel ends the Platform for Customer other than for Customer's breach, or where the law requires a refund. Meibel will email Customer before bought credits expire.

6. Promotional credits

(a) Offers. Meibel may grant promotional credits, for example a credit at signup or a monthly credit while a payment method is on file. The amount, who is eligible, and when the credits expire are as stated in the offer when it is made: on Meibel's pricing page, in the Platform, or in an Order Form. A bonus given with a purchase of credits is a promotional credit that pays usage fees only, not LLM Vendor Fees.

(b) Expiry. If an offer does not say when its credits expire, they expire 30 days after they are granted. Credits granted for a particular month expire at the end of that month. Unused promotional credits do not carry over.

(c) No cash value. Promotional credits have no cash value. They cannot be sold, transferred, exchanged or refunded, and they are not returned when an account closes.

(d) Eligibility and misuse. Each organization may receive a signup offer once. An offer may require a business email address, a payment method on file, or both. Meibel may decline, reduce or withdraw promotional credits, and may suspend the accounts involved, where credits are sought through duplicate or related accounts, personal or disposable email addresses, or other misuse.

(e) Changes. Meibel may change or end any offer at any time. Credits already granted keep the terms they were granted under.

Schedule 2: Support

This Schedule describes the support Meibel provides.

1. Support for online customers

(a) Level. Meibel provides the support published for Customer's plan on Meibel's pricing page. For some plans this is community support and self-service documentation only.

(b) Account and billing. Whatever the plan, Customer can raise questions about its account, billing or a suspected security issue by emailing support@meibel.ai.

(c) Scope. Support covers the Platform as provided by Meibel. It does not cover Third-Party Services or Customer's own systems, networks or code. Support does not carry committed response or resolution times.

Schedule 3: Data Processing

This Schedule applies automatically whenever Meibel processes Personal Data on Customer's behalf (Agreement Section 4.9). No separate data processing agreement needs to be signed. Account, billing and contact information that Meibel handles for its own purposes is covered by its Privacy Policy, not this Schedule.

1. Terms used in this Schedule

•      "Data Protection Laws" means the privacy and data protection laws that apply to the processing of Personal Data under the Agreement, including the EU General Data Protection Regulation 2016/679 ("GDPR"), the UK GDPR and Data Protection Act 2018, the Swiss Federal Act on Data Protection, and U.S. state privacy laws such as the California Consumer Privacy Act ("CCPA").

•      "Personal Data" means information in Customer Data relating to an identified or identifiable natural person, or that is otherwise protected as personal data or personal information under Data Protection Laws.

•      "Security Incident" has the meaning in Agreement Section 6.1, to the extent it affects Personal Data.

•      "Subprocessor" means a third party Meibel engages to process Personal Data for Customer.

•      "Controller", "processor", "data subject", "service provider" and "process" have the meanings given in Data Protection Laws.

2. Roles

For Personal Data in Customer Data, Customer is the controller (or a processor acting for its own customers) and Meibel is Customer's processor and service provider. Annex 1 describes the processing.

3. Processing on instructions

(a) Meibel processes Personal Data only on Customer's documented instructions. The Agreement, Customer's configuration and use of the Platform, and any further written instructions Customer gives that are consistent with the Agreement, are those instructions.

(b) Customer instructs Meibel to process Personal Data to provide, secure, support and improve the Platform as described in the Agreement, including to create Derived Data under Agreement Section 4.4(e). Derived Data is de-identified and is not Personal Data.

(c) Meibel will immediately tell Customer if, in its opinion, an instruction breaches Data Protection Laws, and may suspend that processing until Customer gives a lawful instruction.

(d) Meibel may also process Personal Data where the law requires it. In that case Meibel will tell Customer first, unless the law forbids it.

4. U.S. state privacy laws

Where Meibel is Customer's service provider or contractor under U.S. state privacy laws:

(a) Meibel processes Personal Data only for the business purposes described in Annex 1 ("Nature and purpose"), and will not: sell or share Personal Data; retain, use or disclose it for any other purpose; use it outside the direct business relationship between the parties; or combine it with personal information Meibel receives from other sources, except as those laws permit.

(b) Meibel will comply with those laws' obligations that apply to it, provide the same level of privacy protection those laws require of Customer, and tell Customer if it can no longer meet them. Customer may then take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Data.

(c) Where Meibel holds de-identified information derived from Personal Data, it will take reasonable measures so it cannot be associated with an individual, will not try to re-identify it, and will require anyone it shares it with to do the same.

5. Meibel personnel

Meibel ensures that everyone it authorizes to process Personal Data is bound by a duty of confidentiality.

6. Security

Meibel implements the technical and organizational measures described in its published security overview (Agreement Section 1.9) to protect Personal Data. Meibel may update them, provided the overall level of protection does not decrease.

7. Security Incidents

(a) Meibel will notify Customer of a Security Incident as Agreement Section 6.1 provides: without undue delay after becoming aware of it.

(b) The notice will describe, as far as then known, the nature of the incident, the categories and approximate number of data subjects and records affected, the likely consequences, and the measures taken or proposed. Meibel will add information as it becomes available.

(c) Meibel will take reasonable steps to contain and remediate the incident, and will help Customer meet its own notification duties.

(d) Notifying a Security Incident is not an admission of fault or liability.

8. Subprocessors

(a) Customer generally authorizes Meibel to engage Subprocessors. Meibel keeps a current list and gives it to Customer on request (email legal@meibel.ai). The list includes the third-party model providers Meibel uses under its own account to provide the Platform, including those Customer selects. A model provider that Customer connects under Customer's own account is not Meibel's Subprocessor; Customer's use of it is governed by Customer's agreement with that provider.

(b) Meibel will give at least 30 days' notice before adding or replacing a Subprocessor, by updating the list and notifying customers who have asked Meibel to send them updates. Customer may object on reasonable data-protection grounds within that period. The parties will then discuss it in good faith. If they cannot resolve the objection, Customer may terminate the affected part of the Agreement and receive a refund of prepaid fees for the period after termination.

(c) Meibel imposes data-protection terms on each Subprocessor that are at least as protective as this Schedule, and remains responsible for its Subprocessors' performance.

9. International transfers

(a) Meibel processes Personal Data in the United States and in the other locations listed for its Subprocessors.

(b) Where Personal Data protected by the GDPR is transferred to a country without an adequacy decision, the parties agree to the European Commission's Standard Contractual Clauses (Decision 2021/914), Module Two (controller to processor) or Module Three (processor to processor) as applicable, which are incorporated by reference. For those clauses: the optional docking clause applies; option 2 (general authorization) applies to Clause 9, with the notice period in Section 8(b); the optional wording in Clause 11 does not apply; Clauses 17 and 18 select Irish law and the courts of Ireland; and Annexes I and II are completed by Annex 1 of this Schedule and the security overview. For Annex I, Customer is the data exporter and Meibel the data importer, with the contact details in the Order Form or Customer's account; the competent supervisory authority under Clause 13 is that of the EU member state where Customer is established or, if it is not, where its EU representative is. Meibel is not certified under the EU-U.S. Data Privacy Framework, so these clauses govern the transfer.

(c) For UK transfers, the UK International Data Transfer Addendum (version B1.0) applies, completed with the details in this Schedule; for Table 4, either party may end the Addendum as its Section 19 allows. For Swiss transfers, the Standard Contractual Clauses apply with references to the GDPR read as references to the Swiss Federal Act on Data Protection, and the Swiss Federal Data Protection and Information Commissioner is the competent supervisory authority.

10. Assistance

Taking into account the nature of the processing, Meibel will reasonably assist Customer: (a) in responding to requests from data subjects exercising their rights, mainly through the Platform's own features; (b) with data protection impact assessments and consultations with supervisory authorities relating to the Platform; and (c) in meeting its security obligations. If Meibel receives a request directly from a data subject, it will refer them to Customer.

11. Deletion and return

When the Agreement ends, Customer may export Personal Data and Meibel then deletes it, as described in Agreement Section 7.6, unless the law requires Meibel to keep it. Anything kept remains protected under this Schedule.

12. Audits

(a) Meibel will make available the information reasonably needed to show compliance with this Schedule. Where Meibel holds a current SOC 2 Type II report, Customer agrees to rely on it, together with Meibel's written answers to reasonable questions, in the first instance.

(b) If that information is not enough to meet a legal requirement, or a supervisory authority requires it, Customer may audit Meibel's relevant processing once a year, on at least 30 days' notice, during business hours, under confidentiality, and at Customer's cost.

13. Liability

Each party's liability under this Schedule is subject to Agreement Section 10.

Annex 1: Details of processing