Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of Meridian, an API gateway for large language models, including the web portal at https://app.sdwares.com, the API at https://api.sdwares.com, and related documentation (together, the “Service”). The Service is a free, experimental beta project operated by SD Wares (“we”, “us” or “our”). “Meridian” is the name of the project; it is not a company, partnership or other legal entity.

By requesting access, signing in, creating an API key or otherwise using the Service, you agree to these Terms. If you use the Service on behalf of a company or other organization, you represent that you have the authority to bind it to these Terms, and “you” and “Customer” refer to that organization. If you do not agree, do not use the Service.

Our Privacy Policy explains how we handle personal information and Customer Content, and forms part of these Terms.

1. Eligibility and business use

The Service is intended for businesses and developers. You must be at least 18 years old and able to form a binding contract. You may not use the Service if you are barred from doing so under the laws of the United States or any other applicable jurisdiction, or if we previously terminated your access.

2. Beta service: use at your own risk

The Service is an experimental beta. Access is by approval, and we may approve or decline any request in our discretion. You understand and agree that:

• the Service is software under active development and may contain bugs, errors and security weaknesses, and may not work as described;
• the Service is not intended for production, business-critical or regulated use, and you should not rely on it for any purpose where its failure, an error in its output or the loss of data would cause you harm;
• data you store in or send through the Service, including settings, usage records and Customer Content, may be lost, corrupted or deleted, and you are responsible for keeping your own copies of anything you need;
• features, models, limits and these Terms may change at any time, sometimes without notice, and the Service is not covered by any uptime commitment or service level agreement;
• we may suspend, change or permanently discontinue the Service, or your access to it, at any time and for any reason, with or without notice, and delete the related data;
• we have no obligation to provide support, maintenance, updates or fixes;
• the Service is offered free of charge, for evaluation and demonstration only; using it does not create a paid, ongoing or exclusive relationship, and we will not charge you unless you agree to fees in a separate written agreement (see section 6).

3. Accounts and organizations

You sign in with a Google account or with a one-time code sent to your email address. Access is organized into organizations, which contain projects; each member of an organization has a role that determines what they can see and change. The members with the owner role control the organization, including its members, provider keys and settings.

You are responsible for the activity that occurs under your organization, including the actions of its members and of anyone who uses its API keys. Keep your Google account, your email account and API keys secure, do not share API keys outside your organization, and tell us promptly at support@sdwares.com if you believe an account or key has been compromised. You can revoke API keys in the portal at any time.

We may access your organization in the portal to provide support, investigate problems or enforce these Terms. Such access is recorded in your organization’s audit log.

4. Model providers

The Service forwards your requests to third-party model providers, currently OpenAI and Anthropic (“Model Providers”), and returns their responses. Requests are sent either with our provider accounts (“Platform Keys”) or with provider keys that you add to your organization (“Your Provider Keys”).

• You must comply with the usage policies and terms of each Model Provider whose models you use, as published by that provider and updated from time to time. A violation of those policies is a violation of these Terms.
• When you use Your Provider Keys, your requests are made under your own agreement with the Model Provider; you are responsible for that agreement and for the provider’s charges, and you authorize us to use those keys solely to send your requests.
• Add only a provider key created for use with the Service, with a spending limit set in the Model Provider’s console, and revoke it when you stop using the Service. You are solely responsible for all charges on, and any misuse of, Your Provider Keys, including where a key is exposed, leaked or used without your authorization, whether or not through the Service.
• Model Providers are not our subcontractors for your purposes and we do not control them. We are not responsible for their availability, the models they offer or retire, their prices, or their handling of data, which is governed by their own terms and policies.

5. Customer Content and outputs

“Customer Content” means the prompts, messages, files, tool definitions and other inputs you send through the Service, and the responses the models return to you. As between you and us, you retain all rights in your Customer Content.

You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, cache, process and display Customer Content only as needed to provide, secure and support the Service, as described in the Privacy Policy. We do not use Customer Content to train machine-learning models, and we do not sell it.

You represent that you have all rights and permissions needed to submit your Customer Content and to have it processed as described in these Terms. Outputs are generated by third-party models: they may be inaccurate, incomplete, offensive or similar to content produced for others, and you are responsible for evaluating them before relying on them.

Outputs and other information provided through the Service are not legal, medical, financial, tax or other professional advice and are not a substitute for advice from a qualified professional. Any decision or action you take based on them is at your own risk.

Do not submit protected health information subject to HIPAA, payment card data, government identification numbers, or other categories of sensitive data that require specific legal safeguards, unless we have agreed in writing to the safeguards they require. The optional PII redaction feature reduces, but does not eliminate, the personal data sent to Model Providers.

6. Free trial credit and fees

An approved organization may receive a one-time credit for requests made with Platform Keys (currently US$0.10). The credit has no cash value, cannot be transferred, does not renew, and may be changed or withdrawn. When it is used up, requests continue only with Your Provider Keys. Requests already in progress when the credit runs out may be charged against it.

We do not charge fees during the beta. If we introduce fees, paid use will be subject to the pricing and terms we present at that time, and you will not be charged unless you agree to them. Charges that Model Providers make for requests sent with Your Provider Keys are between you and them.

7. Budgets, limits and usage records

You can set monthly budgets per project, and we apply rate limits and other limits to protect the Service. Budgets are spending guards, not guarantees: requests that are already in progress when a limit is reached may complete, so actual spend can exceed a budget by the cost of those requests. Costs shown in the portal are calculated by us from token counts reported by Model Providers and the prices in our model catalogue; where a stream ends before its usage is reported, the cost is estimated. The Model Provider’s own billing is authoritative for charges it makes to you.

8. Acceptable use

You will not, and will not allow anyone else to:

• use the Service in violation of any law, regulation or third-party right;
• violate a Model Provider’s usage policies, or use the Service to obtain outputs those policies prohibit;
• generate or distribute malware, spam, phishing, content that sexually exploits minors, or content that harasses, threatens or defames others;
• probe, scan or test the vulnerability of the Service, or bypass its authentication, budgets, rate limits or other security or usage controls;
• interfere with the Service, including by load or stress testing it without our written permission;
• resell, sublicense or provide the Service to third parties as a standalone product, or share API keys outside your organization;
• reverse engineer the Service, except to the extent applicable law permits it despite this restriction;
• use the Service to build a competing product, or to extract model outputs in order to develop models that compete with a Model Provider where its terms prohibit that;
• use the Service for decisions with legal or similarly significant effects on individuals (for example in employment, credit, housing, insurance or healthcare) without appropriate human review, or in any application where a failure could lead to death, personal injury or severe physical or environmental damage.

9. Our intellectual property and feedback

We and our licensors own the Service, including its software, documentation and design. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during the term. No other rights are granted. If you send us suggestions or feedback, we may use them without restriction or obligation to you.

10. Confidentiality

You will not disclose non-public information about the Service, such as unreleased features, to third parties. We handle your API keys and Customer Content as described in these Terms and the Privacy Policy, subject to sections 15 and 16.

11. Third-party services

The Service relies on third-party services, including Google sign-in and the Model Providers. Your use of them may be subject to their own terms. We are not responsible for third-party services and do not endorse them.

OpenAI, Anthropic, Google, Microsoft Azure, Langfuse and the other names of third-party products and services mentioned on the Service are trademarks of their respective owners. We use them only to identify those products and services and the Service's compatibility with them. Meridian is not affiliated with, endorsed by or sponsored by their owners.

12. Security

We take steps intended to protect the Service and Customer Content, described in the Privacy Policy, but we do not guarantee that the Service, your data or Customer Content will be secure or free from unauthorized access, and you use the Service at your own risk. You are responsible for the security of your own systems, your Google and email accounts and your API keys, and for configuring the Service (including budgets, roles and PII redaction) appropriately for your use.

13. Suspension

We may suspend your access to all or part of the Service immediately if we reasonably believe that you have breached these Terms, that your use poses a security, legal or financial risk to us, the Service or others, or that a Model Provider requires it. We may, but are not required to, tell you why.

14. Term and termination

These Terms apply from your first use of the Service until they are terminated. You may stop using the Service at any time and may ask us to delete your organization by writing to support@sdwares.com. We may terminate these Terms or your access, with or without cause, by notice to you; during the beta we may do so at any time.

We may delete an organization, together with its projects, API keys, provider keys and other data, if neither its members nor its API keys have used the Service for 30 consecutive days. We may, but are not required to, warn the organization’s owners before doing so.

On termination, your right to use the Service ends and your API keys stop working. We will delete your organization’s data within 30 days of a deletion request or of termination, except for information we must keep to comply with law, resolve disputes or enforce these Terms, and copies in backups, which are deleted on the backup schedule described in the Privacy Policy. Sections 5 (third and fourth paragraphs), 6 (last sentence), 9, 10 and 15 to 21 survive termination.

15. Disclaimers

The Service is a beta. The Service, including all outputs, is provided “as is” and “as available”, with all faults, and your use of it is at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be available, uninterrupted, timely, secure or error-free, that data will be preserved, that outputs will be accurate or appropriate, that cost calculations will be correct, or that budgets or limits will prevent any charges, including charges made by Model Providers. No advice or information you obtain from us creates any warranty not expressly stated in these Terms.

16. Limitation of liability

To the fullest extent permitted by law: (a) we will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill or business opportunity, for the cost of substitute services, or for charges made by Model Providers or other third parties, even if advised of their possibility; and (b) our total liability arising out of or relating to these Terms or the Service will not exceed the greater of the amounts you paid us for the Service in the twelve months before the event giving rise to the liability and ten US dollars (US$10). These limits apply regardless of the theory of liability (contract, tort including negligence, strict liability or otherwise) and even if a remedy fails of its essential purpose. If you are dissatisfied with the Service, your sole remedy is to stop using it. Some jurisdictions do not allow certain exclusions or limitations; there, our liability is limited to the smallest extent the law permits.

17. Indemnification

You will defend, indemnify and hold harmless us and anyone acting on our behalf from and against any third-party claims, and the resulting losses, damages, fines and reasonable costs (including attorneys’ fees), arising out of your Customer Content, your use of the Service in breach of these Terms or of law, or your violation of a Model Provider’s terms or policies. We will give you prompt notice of the claim, reasonable cooperation at your expense, and control of its defense, provided that you may not settle a claim that imposes obligations on us without our consent.

18. Governing law and disputes

These Terms are governed by the laws of the State of Nevada and applicable United States federal law, without regard to conflict-of-laws rules. The state and federal courts located in Clark County, Nevada have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party consents to their personal jurisdiction. Before filing a claim, each party agrees to try to resolve the dispute informally by written notice and good-faith discussion for at least 30 days. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

To the extent permitted by law: any claim must be brought within one year after it arises, or it is permanently barred; claims may be brought only individually, not as a plaintiff or class member in any class, collective or representative proceeding; and each party waives its right to a jury trial.

19. Changes to these Terms

We may update these Terms at any time by posting the updated version on this page with a new effective date. We may also tell the owners of your organization by email or in the portal. Continuing to use the Service after the effective date means you accept the updated Terms. If you do not agree, stop using the Service.

20. Export controls and sanctions

You will comply with United States export control and economic sanctions laws. You represent that you are not located in, or ordinarily resident in, a country or region subject to comprehensive US sanctions, and that you are not on any US government list of prohibited or restricted parties. You will not use the Service to export or provide access to any person or destination in violation of those laws.

21. General

• Entire agreement. These Terms, together with the Privacy Policy, are the entire agreement between you and us about the Service and supersede any prior agreements on that subject.
• Assignment. You may not assign these Terms without our consent. We may assign them without your consent, including to a company or other entity formed to operate the Service, or in connection with a sale or transfer of the Service.
• Severability and waiver. If a provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest will remain in effect. Failure to enforce a provision is not a waiver.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including failures of Model Providers, hosting or network providers.
• Independent parties. The parties are independent contractors. There are no third-party beneficiaries of these Terms.
• Notices. We may send notices to the email addresses of your organization’s owners or in the portal. You may send notices to support@sdwares.com. You consent to receiving communications from us electronically.
• US government use. The Service is “commercial computer software” and “commercial computer software documentation”; government rights are only those granted in these Terms.

Contact

Email: support@sdwares.com.