Terms of Service

1. Agreement to TermsEveryone

We kept these as clear as legal language allows. These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you”, “your”, or “User”) and Merba, operated by Merba Corp. (“Merba”, “we”, “our”, or “us”), a business operating in Ontario, Canada.

By creating an account, accessing, or using the Merba platform at merba.app, you confirm that you are at least 18 years of age, have the legal authority to enter into this agreement, and agree to be bound by these Terms. If you are using Merba on behalf of a business, you represent that you have authority to bind that business to these Terms.

If you do not agree to these Terms, you must not use the platform.

2. Description of ServiceEveryone

Merba is a guardian intelligence platform built for independent service providers - hair, nails, barbering, massage, wellness, cosmetic injectors, trades, mobile service operators, and more. Merba combines market intelligence, growth recommendations, discovery, booking, quoting, invoicing, job records, and business operations in one system. Merba offers a free tier with core scheduling and discovery visibility, as well as paid plans with additional features including online booking, notifications, intelligence tools, and marketing features. The platform provides:

• Online appointment scheduling and calendar management
• Client profile and history management
• Quote creation, optional quote choices, customer quote acceptance, reusable quote catalog items, and quote-to-invoice workflows
• Invoice creation, branded invoice documents, terms, notes, tax/business-number fields, payment tracking, and serial-number support for acquired materials
• Job logging, notes, photos, attachments, and exportable job records where enabled
• Staff and service configuration tools
• Public-facing online booking pages
• Transactional email and SMS notifications (booking confirmations, reminders)
• Subscription billing management for Merba plans and credits
• Optional business-owned connected payment account for card payments (customer payments otherwise via invoices, favouring e-transfer)
• Growth recommendations and operational actions informed by business and market signals
• Video advertisement generation using intelligence systems
• Discovery marketplace listing and booking capabilities

Merba's knowledge infrastructure, intelligence taxonomy, orchestration, prompts, quality controls, creative production logic, and market-analysis methods are proprietary to Merba. Third-party AI models and agents are processors inside that Merba-owned system; any provider, model, or agent change remains subject to the data protections described in our Privacy Policy and Intelligence Policy.

We reserve the right to modify, suspend, or discontinue any feature or the Service as a whole at any time, with or without notice. We will make reasonable efforts to notify registered users of material changes.

3. Account Registration and SecurityEveryone

To access Merba, you must register an account with a valid email address and password. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain the confidentiality of your login credentials
• Accept responsibility for all activity that occurs under your account
• Notify us immediately at support@merba.app if you suspect unauthorized access to your account

You may not share your account credentials, create accounts for third parties without their knowledge, or use automated means to create accounts. We reserve the right to suspend or terminate accounts that violate these Terms.

4. Subscription Plans and BillingProviders

4.1 Subscription Tiers

Merba offers three subscription tiers: Free ($0/month), Sole Proprietor ($15/month CAD), and Team ($45/month CAD). The Free tier includes calendar scheduling for up to 5 clients and 1 service. Paid plans are billed in Canadian dollars (CAD) on a monthly basis. Subscriptions provide access to platform features such as booking, discovery, invoicing, products, checkout, reports, and loyalty, while intelligence credits are purchased separately and are available to all tiers. Current pricing and feature details are published on our pricing page. To the fullest extent permitted by law, Merba may update prices, feature packaging, credit costs, usage fees, and promotional offers at Merba Corp.'s discretion, with or without prior notice.

4.2 Welcome Credits

Sole Proprietor and Team businesses receive a one-time allocation of welcome credits when the business account is created. Free accounts do not receive welcome credits. Welcome credits may be used to access intelligence features (see Section 4.9) and are not refundable and cannot be transferred. Complimentary accounts receive a separate complimentary credit allocation at account creation.

4.3 Complimentary Access

We may, at our sole discretion, grant complimentary (free) access to specific accounts. Complimentary access may be revoked at any time with reasonable notice. Complimentary accounts are subject to all other Terms.

4.4 Payment Processing

Merba uses a third-party payment processor for payment processing. Merba's own payment account is used to collect Merba revenue, including subscription fees, credit top-ups, and other Merba-owned purchases. By providing payment information for a Merba plan or credit purchase, you authorize the payment processor to charge your payment method. We do not store credit card data. You are responsible for keeping your billing information current.

Tenant customer payments: If you connect a supported payment processor to accept customer payments for bookings, shop orders, quotes, invoices, deposits, no-show fees, or similar business transactions, those payments are processed through your own connected payment account as direct provider transactions where supported by the integration. Merba does not collect, hold, guarantee, or take a percentage of these tenant customer payments. The approved exception is a clearly disclosed client-paid Merba finder fee on Discovery chain bookings; that fee is Merba-owned, is not a provider commission, and does not reduce provider service revenue. Processing fees, refunds, disputes, chargebacks, payment reversals, negative balances, taxes, payout timing, and customer-service obligations for tenant customer payments remain your responsibility as the connected payment account holder and merchant/service provider for your own customers, subject to the payment processor's terms.

Merba may provide the checkout interface or payment link routing, but for tenant customer payments the business remains the merchant or service provider of record for its own goods and services. Merba is not a party to the service agreement between a provider and its customer.

Merba-owned payments only: Merba is responsible for refunds, disputes, chargebacks, and tax handling only for Merba-owned charges processed through Merba's own payment account, such as Merba subscriptions, credit purchases, optional Merba add-ons, and clearly disclosed client-paid Discovery chain-booking finder fees.

Connected payment account terms: By connecting a supported payment account through Merba, you authorize Merba to use a supported connected-account payment service to route payments, payment metadata, refunds, disputes, and payout-related information as needed to provide the Service. Your use of the payment processor is governed by the payment processor's connected-account agreement, services agreement, and any other processor terms that apply to you. You are responsible for completing processor onboarding, accepting the payment processor's terms, maintaining accurate business information, satisfying payment processor verification requirements, and keeping your connected payment account able to accept charges and payouts.

Payment corrections and cost recovery: If a tenant customer payment, refund, dispute, chargeback, reversal, fee, fine, tax issue, negative balance, reserve, failed transfer, compliance issue, or similar payment event causes Merba or Merba Corp. to incur costs, liabilities, bank fees, payment processor fees, administrative expenses, legal expenses, support expenses, or other losses arising from your business, your customers, your connected payment account, your products, your services, or your use of Merba payment routing, you agree to reimburse Merba promptly upon request. We may invoice you, charge any payment method on file where permitted, apply available credits, withhold optional services, suspend payment-related features, or suspend your account until the amount is resolved.

4.5 Refunds

Subscription fees and credit purchases are non-refundable except where required by applicable law or expressly stated in these Terms. If you cancel your subscription, you retain access to the Service until the end of your current billing period. We do not provide prorated refunds for mid-cycle cancellations.

Refunds, disputes, chargebacks, cancellations, and customer-service issues for tenant customer payments are handled through the provider's connected payment account and between the provider and its customer. Merba does not refund, insure, underwrite, or guarantee provider services, products, quote deposits, quote balances, shop orders, no-show fees, or invoices paid to a tenant business. If Merba provides administrative assistance with a refund, dispute, reversal, transfer correction, payment correction, invoice record, or customer communication, that assistance does not make Merba the merchant of record and does not transfer financial responsibility from the provider to Merba.

4.6 Taxes

Prices listed for Merba subscriptions, credit packs, and the ad-campaign service fee are shown in Canadian dollars and are inclusive of applicable taxes (such as HST) — the displayed amount is the amount charged. Standard card-processing fees on a provider's own customer payments are separate, set by the payment processor, and not collected by Merba.

4.7 Price Changes

We reserve the right to change the price of any subscription plan, introduce new pricing tiers, modify credit or usage rates, discontinue pricing, or modify the features included in any plan at any time. To the fullest extent permitted by law, pricing changes may be made at Merba Corp.'s discretion and may occur with or without prior notice. Changes may apply immediately to new purchases, renewals, plan changes, reinstated accounts, optional add-ons, credit packs, feature packs, usage-based fees, or promotional offers. Where applicable law or a billing provider requires notice for an existing recurring charge, we will provide the required notice before the changed recurring charge applies.

We may also introduce new optional or mandatory add-on features priced separately from your base subscription. We are under no obligation to maintain legacy pricing for accounts that change plans, receive discounts, fail payment, lapse, cancel, reactivate, or materially increase usage.

4.8 Usage-Based Fees

Certain features of the Service, including but not limited to SMS notifications sent on your behalf to your clients, may be subject to usage-based fees in addition to your base subscription. Where usage-based fees apply, we will notify you at least 30 days in advance before charging your payment method for such fees.

SMS and email notifications sent through Merba are delivered via third-party providers (including a third-party communications provider for SMS) and incur per-message costs. Notifications are provided on a pay-as-you-grow basis and are not bundled into any subscription plan; they are funded by platform credits consumed as messages are sent, across all plan tiers. Current notification and SMS credit rates are published in your account settings.

We reserve the right to introduce, modify, or discontinue usage-based fees for any feature with 30 days' notice. Continued use of a feature after notice of applicable fees constitutes your acceptance of those fees.

4.9 Platform Credits

Merba uses a unified credit system to meter access to intelligence features — including video advertisements, short reels (the same generation workflow as a video ad, in a vertical 9:16 format), and intelligence refreshes. One credit balance is shared across all features. Each feature consumes a set number of credits per use; the current per-feature credit rates are displayed at the point of use and in your account.

Credit top-up packs: Additional credits may be purchased at any time, including by Free-tier accounts. Top-up packs are available in fixed quantities at published rates. Credit packs are non-refundable once purchased. Current pack pricing is published on our pricing page.

Feature packs: Pre-bundled credit amounts may be offered as feature packs (e.g., ad packs or starter kits). Feature packs resolve to credit balance additions and are subject to the same non-refundable policy as credit top-up packs.

Failed generation refund: If a video advertisement, reel, Campaign Studio output, or other generated offering fails due to a technical error on our part (not user-initiated cancellation), the credits consumed for that refundable generation attempt will be returned to your account within 24 hours. Credits are not refunded when a third-party model or media provider rejects, blocks, or refuses a prompt, image, likeness, product reference, concept, or other submitted content under that provider's safety, moderation, policy, or acceptable-use systems.

Credit expiry: Welcome credits issued at signup are subject to expiry as disclosed at registration. Credits purchased in top-up packs do not expire.

5. Acceptable UseEveryone

You agree to use Merba only for lawful purposes and in accordance with these Terms. You must not:

• Use the Service to engage in any activity that is illegal under Canadian federal or Ontario provincial law
• Upload, transmit, or store content that is defamatory, discriminatory, obscene, or harassing
• Attempt to gain unauthorized access to any part of the Service or its underlying infrastructure
• Reverse-engineer, decompile, disassemble, or attempt to extract source code from the platform
• Use the Service to send unsolicited commercial communications (spam)
• Circumvent, disable, or interfere with security-related features of the Service
• Impersonate another person, business, or Merba itself
• Scrape, crawl, or harvest data from the platform using automated tools
• Resell or sublicense access to the Service without our written consent

Violation of this section may result in immediate account suspension or termination without refund.

6. Your Data and Your ClientsProviders

You retain ownership of all data you input into Merba, including your client information, appointment records, quotes, invoices, job logs, uploaded job photos, attachments, material details, serial numbers, and business data (“Your Data”). You are responsible for ensuring that your collection and use of your clients' personal information complies with applicable privacy law, including PIPEDA.

By using Merba, you grant us a limited, non-exclusive license to process Your Data to provide, operate, secure, support, and improve the Service on your behalf. For client, appointment, quote, invoice, job-log, charting, and similar tenant records, Merba acts as a service provider supporting your business. You remain responsible for your own notices, consents, staff access, retention, correction, export, deletion, tax, warranty, and professional obligations.

Merba processes sensitive tenant operations through protected platform workflows, including storage, tenant scoping, booking, charting, approvals, quotes, invoices, job logs, exports, notifications, and payment-metadata routing. Those workflows are separate from intelligence, ad, and media-generation features, which use bounded business context and user-directed or user-approved prompts.

Tenant-specific business intelligence remains scoped to your business and is not shared with other tenants. Merba may use de-identified, aggregated, or derived operational and quality signals to improve its proprietary intelligence infrastructure, market/category taxonomies, creative quality controls, and product performance, but not client identifiers, chart notes, payment card details, or clinical data.

Upon account termination, you may request an export of Your Data within 30 days. After that period, we reserve the right to permanently delete Your Data from our systems, subject to any legal retention obligations.

7. Health Information & Clinical RecordsProviders

If you use Merba’s charting system to store clinical notes, treatment records, or health-related information about your clients (“Chart Notes”), the following terms apply in addition to Section 6.

7.1 Consent and Responsibility

You are solely responsible for obtaining appropriate patient or client consent before creating, storing, or sharing clinical records through the Merba platform. Merba does not obtain consent from your clients on your behalf. You must ensure that your record-keeping practices comply with all applicable laws and professional standards in your jurisdiction.

7.2 Merba's Role

For Chart Notes, Merba provides the software infrastructure you choose to use for your own records. We process Chart Notes deterministically to provide charting, approval, export, security, support, and related platform functionality. We do not intentionally use Chart Notes for ad generation, market intelligence, third-party AI model training, or third-party marketing.

7.3 Encryption and Access Controls

Chart Notes are transmitted using TLS and stored in Merba's database. Access to Chart Notes is restricted to authenticated members of the business that created them and is enforced through tenant scoping, plan gates, and role/permission checks. No other business on the Merba platform is authorized to access your Chart Notes.

7.4 Regulatory Compliance

If you operate in a regulated health industry, you are responsible for ensuring that your use of Merba complies with all applicable privacy and health information legislation in your jurisdiction, including but not limited to:

• Personal Information Protection and Electronic Documents Act (PIPEDA) — Canada
• Personal Health Information Protection Act, 2004 (PHIPA) — Ontario
• Health Insurance Portability and Accountability Act (HIPAA) — if you serve clients in the United States
• Any other provincial, state, or national health information legislation applicable to your practice

Merba provides technical safeguards to support your compliance efforts. However, Merba does not provide legal, medical, or compliance advice; does not certify that your use of Merba satisfies PHIPA, PIPEDA, HIPAA, or any professional standard; and does not replace your own privacy program. You should consult qualified counsel regarding your obligations.

Enterprise and regulated customers may require additional written terms. Merba publishes customer-review versions of its Data Processing Addendum, PHIPA Addendum, and HIPAA Business Associate Agreement. Those documents are not effective unless executed or incorporated into a signed agreement.

7.5 Data Export and Deletion

Chart Notes can be exported through charting workflows, including chart PDF export. General account exports may not include every specialized charting record in a single file. Deletion and retention of Chart Notes may be affected by legal, tax, dispute, professional, or customer retention obligations that apply to you or to Merba.

8. SMS CommunicationsEveryone

8.1 Client-Facing SMS

By providing a phone number through a Merba-powered booking page, clients consent to receive transactional SMS messages from the service provider whose booking page was used. These messages include appointment confirmations, reminders, cancellation notices, and post-appointment rating requests.

SMS messages are sent via a third-party communications provider Standard message and data rates may apply. Clients may opt out of SMS notifications at any time by contacting the service provider or replying STOP to any SMS message. Once opted out, no further SMS messages will be sent from that provider.

Merba does not initiate unsolicited marketing SMS. All SMS messages are transactional in nature and directly related to a booked appointment.

8.2 SMS Fees for Business Subscribers

SMS notifications sent to your clients are delivered via a third-party communications provider on your behalf. Depending on your subscription plan and message volume, we may charge you for SMS usage as described in Section 4.8. You are responsible for ensuring your clients have provided valid phone numbers and that you have obtained any required consents under applicable law, including Canada's Anti-Spam Legislation (CASL) and PIPEDA.

We reserve the right to suspend SMS functionality for accounts that generate abnormal message volumes, are associated with STOP opt-outs above industry thresholds, or that we determine are sending SMS inconsistent with the transactional purpose of the Service.

9. Merba Discovery & Customer PaymentsCustomersProviders

9.1 How Discovery Bookings Work

Merba Discovery allows customers to find and book services with independent businesses. Each business on Merba is an independent service provider. Merba facilitates discovery, scheduling, and checkout routing, but is not a party to the service agreement between a customer and any provider.

9.2 Tenant-Owned Customer Payments

Customer payments for bookings, shop orders, quotes, invoices, deposits, no-show fees, or similar provider transactions are collected by the provider directly - typically by invoice favouring e-transfer, or by card through the provider's optional connected payment account. Merba does not collect a provider commission or percentage from these customer payments. Discovery chain bookings may include a clearly disclosed client-paid Merba finder fee; that fee is paid by the client to Merba, is not charged to the provider, and does not reduce provider service revenue. The provider is responsible for payment processing fees, refunds, disputes, chargebacks, taxes, payout timing, warranty records, and customer-service obligations related to provider payments.

If a customer payment must be refunded, reversed, disputed, corrected, transferred, reprocessed, or otherwise adjusted, the provider remains financially responsible for the underlying payment, payment processor fees, dispute fees, chargeback amounts, negative balances, taxes, penalties, and any reasonable Merba administrative or legal costs arising from that payment event. Merba may assist with routing or support, but that assistance does not make Merba liable for the provider's customer transaction.

9.3 No-Show Policy & Trust Record

If you fail to attend a confirmed appointment without cancelling in advance, the provider may mark you as a no-show. Merba may maintain a trust record system: repeated no-show incidents may result in a temporary block from making new bookings. Any no-show fee, cancellation fee, or refund decision is handled by the provider through its own connected payment account and applicable provider policies.

9.4 Data Sharing in Multi-Provider Bookings

By completing a booking that includes multiple providers, you consent to Merba sharing your name and phone number with each business in that itinerary for the purpose of appointment confirmation and communication. This sharing is limited to the specific booking and does not grant businesses ongoing access to your contact information.

9.4.1 Inter-Business Privacy

Each business participating in a multi-provider booking operates independently. Merba enforces strict data boundaries between businesses in the same itinerary. A business cannot see the names, appointment details, service pricing, or payment information of other businesses in the customer's itinerary. Businesses are informed only that the customer is part of a multi-stop booking and which stop number they represent. This protection ensures competitive fairness and prevents the disclosure of proprietary business information between independent service providers.

Merba does not expose one provider's payment records, service pricing, or customer transaction details to another provider in the same customer journey.

9.5 Phone Verification

Some booking flows may require phone verification via a one-time SMS code (OTP). By providing your phone number, you consent to receiving this verification message. Standard carrier message and data rates may apply.

9.6 Taxes

Merba charges and remits applicable taxes on Merba-owned revenue, such as subscriptions, credit purchases, and any separately disclosed Merba fees. Providers are responsible for determining, collecting, reporting, and remitting any taxes applicable to their own services, products, deposits, invoices, or other customer payments.

9.7 Fee Structure & Direct Payments

Provider customer payments: When a customer pays a provider through a Merba booking page, shop page, invoice link, or similar provider checkout, payment is collected by the provider directly — by invoice (favouring e-transfer) or, optionally, by card through the provider's connected payment account. Merba does not receive any portion of these provider customer payments except the separate, disclosed, client-paid Merba finder fee that may apply to Discovery chain bookings. Standard payment processing fees, set by the payment processor and not by Merba, may apply to the provider.

Merba fees: Merba charges providers only for Merba-owned products and services, including subscriptions, credit top-ups, and any optional add-ons clearly disclosed before purchase. Merba may separately charge clients a disclosed finder fee for Discovery chain bookings.

Corrections and recovery: If Merba incurs a cost because of a provider's customer transaction, connected payment account, refund, chargeback, dispute, failed payout, incorrect business information, violation of payment processor rules, or request for manual correction, the provider agrees to pay Merba for that cost promptly. Recoverable costs may include payment processor fees, banking fees, professional fees, reasonable administrative time, taxes, penalties, and amounts paid or credited by Merba to resolve the issue.

Summary:

9.8 Ad Generation Service

Merba provides a video generation tool that creates promotional videos based on content you provide. You are solely responsible for the accuracy, legality, and originality of all text, images, and other content used in your ads. Merba does not review, endorse, or claim ownership of generated ad content. You grant Merba a limited license to process your content solely for the purpose of generating your requested videos.

9.8.1 Website Content Usage

By providing a website URL, you authorize Merba to access and extract publicly available content from that website — including text, images, and brand elements — for the sole purpose of generating your requested video advertisements. You represent that you have the right to use this content for advertising purposes. Merba does not claim ownership of your content. Derived briefs, strategy outputs, and job records may be retained as part of fulfilling, delivering, and supporting your order.

9.8.2 Intelligence-Generated Content Disclaimer

Merba’s video ad generation service uses Merba’s proprietary intelligence infrastructure, selected AI/model providers, and video rendering infrastructure to produce creative briefs, advertising copy, scene compositions, and rendered video output. Current provider categories are summarized in the Subprocessor Register; routing, prompt, compiler, quality-control, and production workflow details are proprietary and are not published. Any provider, model, or agent change remains subject to Merba's published data boundaries. AI-generated content may contain inaccuracies, errors, or omissions. While we employ quality-control measures including automated review and structural validation, we do not guarantee the factual accuracy, completeness, legal compliance, or fitness for purpose of any AI-generated output.

You acknowledge and agree that:

• You are solely responsible for reviewing all AI-generated content — including text, claims, statistics, and visual elements — before publishing, distributing, or using it in any advertising or marketing capacity
• Merba does not verify the accuracy of AI-generated claims, statistics, testimonials, or other factual assertions, even where such content is derived from your website or inputs
• AI-generated market research, competitive analysis, and industry data included in creative briefs are produced by machine inference and may not reflect current or accurate market conditions
• You bear full responsibility for ensuring that any advertisement you publish complies with all applicable advertising standards, consumer protection laws, competition laws, and industry regulations in your jurisdiction, including but not limited to the Competition Act (Canada), the Consumer Protection Act, 2002 (Ontario), and any applicable self-regulatory advertising codes
• Merba shall not be liable for any loss, damage, regulatory action, or legal claim arising from your use or publication of AI-generated content without adequate review

Where AI-generated output includes citations or source attributions, these are produced by the AI model based on its training data and may reference sources that are outdated, inaccessible, or inaccurately attributed. You must independently verify any cited source before relying on it in published advertising.

10. Intellectual Property

All software, design, trademarks, logos, and content constituting the Merba platform are the exclusive property of Merba Corp. and are protected by applicable Canadian intellectual property law. These Terms do not transfer any intellectual property rights to you.

Merba also owns its proprietary knowledge infrastructure and intelligence systems, including taxonomies, prompts, orchestration logic, production-brief compilers, quality-control systems, market-analysis methods, provider-routing logic, and recommendation logic. Your use of Merba does not grant any right to copy, extract, reverse-engineer, or commercialize those systems.

You may not copy, reproduce, distribute, modify, or create derivative works of any part of the Service without our express written permission.

11. Third-Party Services

Merba integrates with or relies on third-party providers for hosting, database infrastructure, storage, payments, communications, monitoring, optional integrations, AI, and media workflows. The public Subprocessor Register is the canonical place for deeper provider detail.

Your use of Merba is also subject to the terms and privacy policies of third-party providers used for enabled features. We are not responsible for the availability, accuracy, or conduct of any third-party service. Provider disclosure does not include Merba's proprietary prompts, model routing, quality-control methods, taxonomies, scoring systems, or production workflows. Provider changes that do not materially change the categories of data processed or the protections applied to that data may occur without a separate Terms update.

12. Availability and Uptime

We aim to keep Merba available at all times but do not guarantee uninterrupted access. The Service is provided on an “as is” and “as available” basis. We may perform scheduled or emergency maintenance that temporarily affects availability. We will make reasonable efforts to communicate scheduled downtime in advance.

We are not liable for any loss resulting from downtime, data unavailability, or service interruptions beyond our reasonable control, including interruptions caused by third-party infrastructure providers.

13. Disclaimer of Warranties

To the fullest extent permitted by applicable law, Merba is provided “as is” and “as available”, without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

You acknowledge that you accept Merba as it is and use it at your own business risk. We do not warrant that the Service will be error-free, that defects will be corrected, that generated outputs will be accurate or profitable, that bookings or payments will produce any particular result, or that the Service or its servers are free of viruses or other harmful components.

14. Limitation of Liability

To the maximum extent permitted by Ontario and Canadian law, Merba and Merba Corp. shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising from your use of or inability to use the Service, including but not limited to lost profits, lost revenue, lost customers, lost bookings, lost data, reputational harm, payment disputes, chargebacks, regulatory issues, professional discipline, business interruption, or losses caused by your reliance on Merba outputs, recommendations, automations, or third-party integrations.

You agree not to hold Merba or Merba Corp. responsible for losses incurred from using, configuring, relying on, or being unable to use Merba, except to the limited extent such liability cannot be excluded under applicable law.

Our total cumulative liability to you for any claim arising from or related to these Terms or the Service shall not exceed the greater of: (a) the total amount you paid to us in the twelve (12) months preceding the claim, or (b) one hundred Canadian dollars (CAD $100.00).

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability. In such cases, our liability shall be limited to the fullest extent permitted by law.

15. Indemnification

You agree to indemnify, defend, and hold harmless Merba, Merba Corp., and their officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) your violation of any applicable law or regulation; (c) your infringement of any third-party rights; (d) your products, services, customer relationships, advertising claims, or professional obligations; or (e) refunds, disputes, chargebacks, payment corrections, taxes, connected payment account issues, fines, penalties, negative balances, or customer claims arising from tenant customer payments or your connected payment account.

16. Fair Use

Merba is designed for normal business use. You agree not to use the Service in a manner that places unreasonable or disproportionate load on our infrastructure, including but not limited to sending abnormally high volumes of SMS or email notifications, importing excessive volumes of client records beyond normal business operations, or using automated scripts to interact with the platform.

We reserve the right to throttle, suspend, or terminate access for accounts that we determine, in our sole discretion, are abusing the Service or adversely affecting the experience of other users. Where possible, we will provide notice and an opportunity to remedy the issue before taking action.

17. Termination

17.1 By You

You may terminate your account at any time by using the “Delete my account” option in Settings, or by contacting us at support@merba.app. Upon termination:

• Your subscription is cancelled immediately (no refunds for partial billing periods)
• Your business listing is removed from the Merba directory
• Pending appointments are cancelled
• Account data is removed or scheduled for deletion according to Merba's retention workflows and applicable legal or operational requirements
• Financial, tax, security, audit, dispute, and legally required records may be retained for longer periods

17.2 By Us

Merba reserves the right to suspend or terminate accounts that violate these Terms, if required by law, or if we determine in our sole discretion that continued access poses a risk to the Service or other users. In cases of non-payment, we will provide at least 7 days' notice before suspension.

17.3 Effect of Termination

Upon termination, your access to the Service ceases. Provisions of these Terms that by their nature should survive termination (including Sections 10, 13, 14, 15, and 19) shall survive.

17.4 Data Retention After Termination

We retain financial, tax, security, audit, dispute, and legally required records for as long as needed or required by law. Other account records are removed or scheduled for deletion according to Merba's retention workflows, backup lifecycle, and any obligations that apply to the records.

18. Privacy

Your use of the Service is governed by our Privacy Policy, which is incorporated into these Terms by reference. The Subprocessor Register summarizes current provider categories. Any DPA, PHIPA addendum, HIPAA BAA, order form, or enterprise agreement applies only if executed or expressly incorporated.

19. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising from these Terms or your use of the Service shall first be addressed by contacting us at support@merba.app to seek an informal resolution. If we cannot resolve the dispute informally within 30 days, the parties agree to submit to the exclusive jurisdiction of the courts located in Ontario, Canada.

20. Changes to These Terms

We may update these Terms from time to time to reflect changes in our practices, legal requirements, or the Service. We will notify registered users by email at least 14 days before material changes take effect. Your continued use of the Service after that date constitutes your acceptance of the revised Terms.

If you do not agree with the updated Terms, you must stop using the Service and may cancel your account before the effective date.

21. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, Intelligence Policy, and any executed addendum or order form, constitute the entire agreement between you and Merba regarding the Service.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights freely.
• Language: These Terms are written in English. In the event of any conflict between an English version and a translated version, the English version shall prevail.

22. Contact

For questions about these Terms of Service: