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Merge Gateway Terms

These Merge Gateway Terms (this “Agreement”) govern the use of the Service (as defined below) provided by Merge API, Inc., a Delaware corporation (“Merge”), to the customer and end user of this Service (“Customer” or “you”).

By accepting this Agreement, whether by clicking a box indicating its acceptance or navigating through a login page where a link to this Agreement is provided, Customer agrees to the terms of this Agreement. If Customer and Merge have executed a written agreement governing Customer’s access to and use of this Service, then the terms of such signed agreement will govern and will supersede this Agreement.

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE. THE SERVICE IS INTENDED FOR THE CUSTOMER AND ITS AUTHORIZED USERS ONLY AND IS NOT FOR USE BY CHILDREN UNDER 18 YEARS OF AGE. IF AN INDIVIDUAL SIGNS UP FOR THE SERVICE USING AN EMAIL ADDRESS FROM THEIR EMPLOYER OR ANOTHER ENTITY, OR OTHERWISE SIGNS UP FOR THE BENEFIT OF THEIR EMPLOYER OR ANOTHER ENTITY, THEN (A) THEY WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) THEIR ACCEPTANCE WILL BIND THE EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “CUSTOMER” IN THESE TERMS WILL REFER TO THE EMPLOYER OR THAT ENTITY.

This Agreement is effective as of the earlier of the date that Customer accepts the terms of this Agreement as indicated above or first accesses or uses the Service (the “Start Date”). Merge reserves the right to modify or update the terms of this Agreement in its discretion, the effective date of which will be the earlier of (i) 30 days from the date of such update or modification and (ii) Customer’s continued use of the Service.

1. DEFINITIONS

The definitions of certain capitalized terms used in this Agreement are set forth below. Others are defined in the body of the Agreement.

“Affiliate” means, with respect to an entity, any entity or person which directly or indirectly controls, is controlled by, or is under common control with that entity. 

“Customer Data” means data transferred to Merge by Customer which may consist of, but is not limited to, User login information as well as images, data, text, and other types of work that Customer inputs into the Service (“Inputs”) and any outputs received through the Service from AI Providers (defined below) based on such Inputs (“Outputs”). 

“Documentation” means the documentation available at http://docs.merge.dev.

“Service” means Merge’s proprietary large language model aggregator, which allows users to route, monitor, manage, and optimize API requests to a variety of third-party artificial intelligence model providers (“AI Providers”), which includes the Software, Documentation and all modifications, updates, and upgrades as well as derivative works to each of the foregoing. Merge may add or remove AI Providers from the Service at any time.  

“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.

“Usage Data” means analytics and performance-related information regarding use of the Service and processing of Customer Data. Usage Data is not Customer Data and does not consist of personal data.

“Users” means individuals or entities that are granted credentials by Customer to use the Service.

2. THE GATEWAY SERVICE

  1. 2.1.  Account Eligibility and Registration. By agreeing to this Agreement, you represent and warrant to us that (a)you are at least 18 years of age, (b) have not previously been suspended or removed from an AI Provider’s services, and (c) have not previously been suspended or removed from this Service. To access the Service, you may be required to register for an account. When you register for an account, you maybe required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at support@merge.dev.
  2. 2.2. Right to Access and Use the Service. Merge grants Customer a royalty-free, nonexclusive, nontransferable right during the Term (as defined below) to use the Service, solely in accordance with all applicable Documentation and this Agreement (together, the “Subscription”).
  3. 2.3. Restrictions. Customer 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 thisAgreement) to use the Service; (c) use the Service to resell or otherwise provide services to third parties (e.g., Customer cannot use the Services 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 amanner that Merge reasonably believes poses a threat to the security of Mergeor AI Provider-controlled computer systems; (f) use the Service to conduct any fraudulent, malicious, or illegal activities; (g) red team the Services or underlying third-party AI Providers (e.g., via prompt injections, jailbreaking); (h)violate the AI Provider Terms set forth in Section 4.2; or (i) violate anythird-party intellectual property right (each of (a) through (i), a “Prohibited Use”).

3. MERGE OBLIGATIONS

  1. 3.1. General. Merge is responsible for providing the Service in conformance with and subject to the terms of this Agreement and the Documentation.
  2. 3.2. Support. Merge will use commercially reasonable efforts to respond to Customer’s support requests as soon as possible if Customer experiences any errors, bugs, or other issues in its use of the Service (“Support”). The fee for Support is included in the cost of the Subscription. Customer will send any Support requests to Merge via email (to: support@merge.dev).

4. CUSTOMER OBLIGATIONS

  1. 4.1.Compliance with Laws. Customer will use the Service only in accordance with the Documentation and all applicable laws. Customer will ensure that the Service is neither directly or indirectly exported, re-exported, or used to provide services in violation of the export laws and regulations of the United States or any other country. Merge reserves the right to immediately suspend use of the Service operating in violation of the obligations of this Section 4.1, following written notice to Customer (which may take the form of an email).
  2. 4.2.Compliance with AI Provider Terms. Customer must comply with the terms for each AI Provider it uses through the Service (such terms, the “AI Provider Terms”), a list of which is set forth here.

5. DATA

  1. 5.1. Data License. In connection with its use of the Service, Customer may submit Customer Data to Merge. Customer grants Merge a limited license during the Term to use Customer Data to provide and maintain the Service and develop Usage Data. Except to the extent Customer enables payload logging via settings, Merge will not retain Inputs or Outputs and will only retain metadata regarding each request and response. When payload logging is enabled, Merge will store Inputs and Outputs for all requests, which can be viewed in the Logs detail view.
  2. 5.2. Security. Merge maintains industry-standard physical, technical, and administrative safeguards in order to protect Customer Data.

6. TERM; SUSPENSION AND TERMINATION

  1. 6.1. Term. The “Term” of this Agreement starts on the Start Date and continues for so long as there is an active Subscription as set forth in the Service dashboard, unless otherwise terminated: (a) by Customer at any time following notice of deactivation to support@merge.dev; or (b) by Merge at any time and for any reason.
  2. 6.2. Merge Suspension Rights. Without limiting any other provision of this Section 6, if Customer is in breach of this Agreement, Merge may immediately suspend access to the Services until the breach is remedied, following written notice to Customer (which may take the form of an email).
  3. 6.3. Effect of Termination. Within thirty (30) days of termination or expiration of this Agreement for any reason, Merge will, upon written request, delete all Customer Data in Merge’s possession.
  4. 6.4. Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 6; 7; 8; 10; 11; 12 and 13 (as applicable).

7. PAYMENT

  1. 7.1.Service Credits. Pricing plans are set forth here. In accordance with such pricing plans, Customer may purchase credits to use the Service (“Service Credits”). Service Credits are consumed as Customer makes API requests through the Service. All Service Credit purchases are (i) final and non-refundable, except where required by applicable law, (ii) expire after one year of purchase and (iii) are non-transferable and may be used only in connection with the applicable Service for which they were issued. Taxes are charged at purchase. If Customer elects to automatically add Service Credits to its account when available Service Credits are below a threshold amount, then Customer authorizes Merge to automatically charge such payments to your account (“Auto Replenish”). Customer may update or cancel Auto Replenish at any time in the account settings.

8. CONFIDENTIALITY

  1. 8.1. Confidential Information. Except as explicitly excluded below, any information of a confidential or proprietary nature provided by a party (“Disclosing Party”) to the other party (“ReceivingParty”) constitutes the Disclosing Party’s confidential information (together, “Confidential Information”). Merge’s Confidential Information includes the Service and any information conveyed to Customer in connection with Support. Customer’s Confidential Information includes Customer Data. Confidential Information does not include information which is: (a) already known by the receiving party without an obligation of confidentiality other than pursuant to this Agreement; (b) publicly known or becomes publicly known through no unauthorized act of the Receiving Party; (c) rightfully received from a third party without a confidentiality obligation to the Disclosing Party; (d) Feedback (as defined below), or (e) independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information. 
  2. 8.2. Confidentiality Obligations. Each party wil luse the Confidential Information of the other party only as necessary to perform its obligations under this Agreement, will not disclose the Confidential Information to any third party except as other wise permitted underthis Agreement, and will protect the confidentiality of the Disclosing Party’s Confidential Information with the same standard of care as the Receiving Partyuses or would use to protect its own Confidential Information, but in no event will the Receiving Party use less than a reasonable standard of care. Not with standing the fore going, the Receiving Party may share Confidential Information with those of its employees, agents and representatives who have aneed to know such information and who are bound by confidentiality obligationsat least as restrictive as those contained here in (each, a “Representative”). 
  3. 8.3. Additional Exclusions. A Receiving Party will not violate its confidentiality obligations if it discloses the Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legal lyrequired, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

9. OWNERSHIP

  1. 9.1. Merge Property. As between Merge and Customer, Merge owns and retains all right, title, and interest in and to the Service, Feedback and Usage Data. Except for the limited license granted to Customer in Section 2.1, Merge does not by means of this Agreement or other wise transfer any other rights to Customer.
  2. 9.2. Customer Property. As between Merge and Customer, Customer owns and retains all right, title, and interest in and to the Customer Data. For each AI Provider Customeruses through the Services, Customer’s ownership rights in the Output are set forth in the AI Provider Terms, a list of which is set forth here. Except for the licenses granted to Merge in Section 5.1, Customer does not by means of this Agreement or otherwise transfer any other rights to Merge.
  3. 9.2. Feedback. Customer may provide comments, suggestions and recommendations to Merge with respect to the Service (including, without limitation, comments, suggestions and recommendations with respect to modifications, enhancements, improvements and other changes) (collectively, “Feedback”). In such event, Merge may freely use and exploit any such Feedback without any obligation to Customer, unless otherwise agreed upon by the parties in writing. Customer assigns to Merge any proprietary right that Customer may have in or to the Feedback.

10. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

  1. 10.1. Representations and Warranties. Each party represents and warrants it has validly entered into this Agreement and has the legal power to do so. Customer represents and warrants: (i) it has and will maintain all rights, permissions, and consents necessary (a) to provide the Inputs to the Services, and (b) to grant Merge the licenses set forth in this Agreement; and (ii) it will use the Services in compliance with all applicable laws and AI Provider Terms. 
  2. 10.2. Disclaimer. WITH THE EXCEPTION OF THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 10, THE SERVICE IS PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. MERGE AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, AND NON-INFRINGEMENT. MERGE DOES NOT WARRANT THAT THE SERVICE (I) WILL BE ERROR-FREE, (II) WILL PERFORM UNINTERRUPTED, (III) WILL MAINTAIN ACCESS TO A SPECIFIC AI PROVIDER, OR (III) WILL MEET CUSTOMER’S REQUIREMENTS. MERGE DOES NOT WARRANT THAT THE OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR ERROR-FREE.

11. INDEMNIFICATION

Customer will defend Merge, and its Affiliates, including each of the foregoing’s officers, directors, employees and agents (collectively, “Merge Indemnified Parties”), from any third-party claim, demand, dispute, suit or proceeding, and Customer will indemnify the Merge Indemnified Parties from and against any related losses, liabilities, damages, costs or expenses (including, without limitation, attorneys’ fees), finally awarded against Merge related to: (a) Customer or a User engaging in a Prohibited Use; (b) Customer’s breach of Section 4 (Customer Obligations); and (c) any allegation that Customer has violated an applicable law.

12. LIMITATIONS OF LIABILITY

  1. 12.1. EITHER PARTY, NOR ITS AFFILIATES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR REPRESENTATIVES OF ANY OF THEM, WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, THAT MAY ARISE OUT OF THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
  2. 12.2. EXCEPT WITH RESPECT TO EXCLUDED CLAIMS AND UNCAPPED CLAIMS (AS DEFINED BELOW), IN NO EVENT WILL THE COLLECTIVE LIABILITY OF EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES, TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO MERGE FOR USE OF THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE THE CLAIMANT’S SOLE AND EXCLUSIVE REMEDY.
  3. 12.3.“Excluded Claims” means any claim and/or liability associated with any breach by Merge of Section 5.2 (Security). Merge’s total, cumulative liability for all Excluded Claims will not exceed two (2) times the total amount of fees paid for use of the Service by Customer to Merge during the twelve (12) months immediately preceding the claim.
  4. 12.4.“Uncapped Claims” means any claim or liability associated with: (a) either party’s breach of confidentiality (but not relating to any liability associated with Merge’s security obligations with respect to Customer Data which remains subject to the Excluded Claims cap); (b) Customer’s indemnification obligations under Section 11; or (c) any liability of a party which cannot be limited under applicable law, including gross negligence, recklessness, or intentional misconduct.

13. MISCELLANEOUS

This Agreement is the entire agreement between Customer and Merge and supersede all prior agreements and understandings concerning the subject matter hereof. Customer and Merge are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between Customer and Merge. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. Any notice provided by one party to the other under this Agreement will be in writing and sent by overnight courier or certified mail (receipt requested) to the address above. If any provision of this Agreement is found unenforceable, this Agreement will be construed as if it had not been included. Neither party may assign this Agreement without the prior, written consent of the other party, except that either party may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets. Customer gives Merge permission to use Customer’s name and logo to identify Customer as a Merge customer on Merge’s website and in Merge’s marketing materials.

This Agreement is governed by the laws of California without reference to conflicts of law rules. If any dispute, controversy or claim cannot be settled by the parties within 30 days of written notice from either party to the other of such dispute, controversy or claim, then, except as set forth below, any dispute, controversy or claim arising under, out of or relating to this Agreement, will be finally determined by arbitration conducted by the JAMS by a single arbiter who will be fluent in written and spoken English. The place of such arbitration will be in San Francisco, California, U.S.A. The sole and exclusive language of arbitration will be English. The judgment of the arbitration will be final, non-appealable (to the extent not inconsistent with applicable law) and binding upon the parties, and judgment may be entered upon the arbitral award in any court of competent jurisdiction. The foregoing does not limit or restrict either party from seeking injunctive or other equitable relief with respect to its intellectual property rights hereunder. Subject to the dispute resolution procedures above, any disputes arising out of or related to this Agreement will be subject to the jurisdiction of the state and federal courts of San Francisco County, California, U.S.A.

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Last updated: 4/2/2026