End User Terms

These End User Terms of Service (“Terms”) govern use of the Service (as defined below) by End User to enable one or more Integrations (each as defined below) that are made available by Merge API, Inc. (“Merge”).

“End User” means the entity that accepts and agrees to these Terms either by clicking a button indicating its acceptance of these Terms and/or by using the Service to enable an Integration (as defined below).

Merge reserves the right to update these Terms in its sole discretion. The effective date of each update will be (i) 30 days from the date of such update, or (ii) End User’s continued use of an Integration, whichever is earlier.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT USE THE SERVICE TO ENABLE AN INTEGRATION. THE SERVICE IS INTENDED FOR END USER AND ITS AUTHORIZED USERS ONLY AND IS NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE. IF AN INDIVIDUAL IS ENTERING INTO THESE TERMS ON BEHALF OF A LEGAL ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, AND THESE TERMS APPLY TO SUCH ENTITY WHICH IS DEEMED TO BE END USER.

DEFINITIONS

Capitalized terms are as defined below:

“API” means an application programming interface.

“Documentation” means the written or online user manuals, help files, specification sheets, or other documentation regarding the Service made available by Merge.

“End User Data” means any data transferred to Merge by End User (directly or indirectly) via an Integration.

“Integration(s)” means any API integration made available by Merge that enables End User to transfer End User Data between a Partner application and a Vendor application by means of the Service.

“Partner” means a third-party provider of a SaaS solution used by End User (e.g., HRIS, ATS, accounting, etc.).

“Service” means Merge’s proprietary, Software-as-a-Service integration solution for platforms (such as for HR, payroll, recruiting and accounting), which includes the Integration(s), Software, Documentation, and all modifications, updates, and upgrades as well as derivative works of each of the foregoing.

“Software” means the software that Merge develops and maintains in order to provide the Service, and all modifications, updates, upgrades thereto and derivative works thereof.

“Term” means the period of time commencing upon acceptance of these Terms by End User and continuing for so long as End User maintains at least one API connection between a Partner’s application and the Service.

“Vendor” means End User’s vendor (Merge’s customer) that requires access to End User Data in order to deliver its products or service to End User.

ACCESS TO AND USE OF THE SERVICE

1.1

Right to Access and Use Service. Merge provides the Service to its customer (the Vendor) and processes End User Data on its behalf. In order to do so, Merge grants End User the right to enable one or more Integrations for the purpose of receiving products or services from the Vendor. Use of the Service requires Merge to share End User’s company name with the Partners whose applications End User connects to an Integration.

1.2

Data License. By enabling an Integration, End User will transfer End User Data to Merge so that Merge can make such data available to the Vendor by means of the Services, and End User grants Merge a limited license during the Term to do so.

1.3

Restrictions. End User will not: (a) access (or allow a third party to access) the Service in order to benchmark, or monitor the availability, security, performance, or functionality of the Service, for any competitive purposes without Merge’s express written consent; (b) rent, lease or otherwise permit third parties (or other persons not authorized by these Terms) to use the Service; (c) use the Service to provide services to third parties (e.g., End User cannot use the Service as a service bureau); (d) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Service, or any of their components; (e) circumvent or disable any security or other technological features or measures of the Service or use the Service in a manner that Merge reasonably believes poses a threat to the security of Merge-controlled computer systems; or (f) use the Service to conduct any fraudulent, malicious, or illegal activities.

OBLIGATIONS

2.1

Merge Obligations. Merge is responsible for providing the Service in conformance with these Terms and applicable Documentation.

2.2

End User Obligations. End User will use the Service only in accordance with the Documentation and in compliance with all applicable laws, including procurement and maintenance of any applicable licenses, permits and consents. End User will ensure that the Service is neither directly or indirectly exported, re-exported, or used to provide services in violation of the export laws or regulations of the United States or any other country.

TERMINATION & SURVIVAL

3.1

Merge Suspension & Termination Rights. Generally, the Integration(s) will continue only for so long as the Vendor maintains an active subscription to the Service. Merge may immediately suspend these Terms upon notice to End User or to the Vendor (which may take the form of an e-mail in either case) if Merge reasonably believes that End User has violated these Terms. If such violation remains uncured after 30 days, Merge may terminate these Terms and disable the Integration(s).

3.2

End User Termination Rights. End User may terminate these Terms at any time, either by instructing a Vendor to do so on End User’s behalf via the Service, or by severing all of its API connections to the Service and notifying Merge in writing of such termination.

3.3

Effect of Termination. Upon any termination by End User, or by Vendor acting at the direction of End User, Merge will delete all End User Data from the Service generally within 90 days from the date of such termination.

3.4

Survival. Sections 4 and 5 will survive any expiration or termination of these Terms.

OWNERSHIP

4.1

Merge Property. As between the parties, Merge owns and retains all right, title, and interest in and to the Service. Except for the limited license granted to End User in Section 1.1, Merge does not by means of these Terms or otherwise transfer any rights in the Service to End User. End User will take no action inconsistent with Merge’s intellectual property rights in the Service.

4.2

End User Property. As between the parties, End User owns and retains all right, title, and interest in and to the End User Data and does not by means of these Terms or otherwise transfer any rights in the End User Data to Merge, except for the limited license granted to Merge in Section 1.3.

DISCLAIMER

THE SERVICE AND THE INTEGRATIONS ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. MERGE AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, AND NON-INFRINGEMENT. MERGE DOES NOT WARRANT THAT THE SERVICE OR ANY INTEGRATION (A) ARE ERROR-FREE, (B) WILL PERFORM UNINTERRUPTED, OR (C) WILL MEET END USER’S REQUIREMENTS.

Last updated: February 2, 2024