This Merge Master Services Agreement (“Agreement”) is made between Merge API, Inc., a Delaware corporation having its principal place of business at 353 Sacramento St., Floor 21, San Francisco, CA 94111 (“Company” or “Merge”), and Customer and governs the Customer’s use of the Service (each as defined below).
“Customer” means a person or entity that accepts and agrees to the terms of this Agreement as of the earlier date on which such person or entity either clicks a box indicating acceptance of this Agreement or uses the Service.
Merge reserves the right to modify or update this Agreement in its sole discretion, the effective date of such updates and/or modifications will be the earlier of: (i) 30 days from the date of such update or modification; or (ii) Customer’s continued use of the Service.
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 13 YEARS OF AGE. IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT AND THIS AGREEMENT APPLIES TO SUCH ENTITY WHICH IS DEEMED THE CUSTOMER.
If Customer and Merge have executed a written agreement governing Customer’s access to and use of the Service as a Merge customer, then the terms of such signed agreement will govern and will supersede this Agreement.
DEFINITIONS
The definitions of certain capitalized terms used in this Agreement are set forth below. Others are defined in the body of the Agreement, an Order Form, or in Merge’s DPA or BAA.
“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.
“API(s)” means any application programming interface.
“BAA” means the Business Associate Agreement available at: http://merge.dev/baa.
"Beta Features" means any Service features, functionality or services which Merge may make available to Customer to try at no additional cost, and which is designated as beta, trial, non-production or another similar designation.
“Customer Data” means any data processed by Merge on Customer’s behalf via the Service, including User login information, End User Data, and any other data provided by Customer.
“Customer Application” means the application owned and operated by Customer which is described in an Order Form or otherwise approved by Merge in writing.
“Documentation” means the documentation available at http://docs.merge.dev.
“DPA” means the Data Processing Agreement available at https://merge.dev/legal/data-processing-agreement.
“End User(s)” means Customer’s customer that enables at least one API integration between the Service, a Partner Application and the Customer Application.
“End User Data” means any data transferred to Merge from a Partner Application by Customer acting on behalf of End User (or by End User itself) via the Service for use by Customer as part of the Customer Application.
“End User Terms” means the terms presented to a End User when enabling a Merge Integration (available at https://www.merge.dev/legal/end-user-terms).
“Order Form” means each order document executed in writing between the parties for the purchase of a Subscription to the Service. Upon execution, each Order Form is incorporated herein by reference.
“Merge Integration(s)” means any Merge API integration that integrates a Partner Application and Customer Application by means of the Service and that is made available by Merge during the Subscription Term to Customer, as further specified in an Order Form.
“Partner” means a third-party provider of a SaaS solution used by End User to store and process End User Data.
“Partner Application(s)” means any application owned and operated by a Partner including those described in an Order Form or otherwise approved by Merge in writing.
“Service” means Merge’s proprietary Software-as-a-Service integration solution for platforms (such as for HR, payroll, recruiting and accounting), which includes the Merge Integration(s), Software, Documentation, and all modifications, updates, and upgrades as well as derivative works to 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.
“Subscription Term” has the meaning set forth in Section 5.1 below.
“Support” has the meaning set forth in Section 2.2 below, unless otherwise stated in the Order Form.
“Usage Data” means analytics and performance-related information regarding use of the Service and processing of Customer Data. Usage Data does not identify Customer or End User and does not contain any Personal Data (as defined in the DPA).
“Users” means individuals or entities that are granted credentials by Customer to use the Service.
Merge will maintain in full force and effect during the Term:
(a) Commercial general liability insurance on an occurrence basis for bodily injury, death, property damage, and personal injury, with coverage limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury and property damage;
(b) Auto liability insurance covering non-owned and hired vehicles, with coverage limits of not less than $1,000,000 per occurrence for bodily injury and property damage;
(c) Worker’s compensation insurance as required by applicable law;
(d) Umbrella liability insurance on an occurrence form, for limits of not less than $4,000,000 per occurrence and in the aggregate; and
(e) Technology Errors & Omissions and Cyber-risk on an occurrence or claims-made form, for limits of not less than $2,000,000 annual aggregate covering liabilities for financial loss resulting or arising from acts, errors or omissions in the rendering of the Service, or from data damage, destruction, or corruption, including without limitation, unauthorized access, unauthorized use, virus transmission, denial of service, and violation of privacy from network security failures in connection with the Service.
Insurance carriers will be rated A-VII or better by A.M. Best Provider. Merge’s coverage will be considered primary without right of contribution of Customer’s insurance policies. In no event will the foregoing coverage limits affect or limit in any manner Merge’s contractual liability for indemnification or any other liability of Merge under this Agreement.
This Agreement is the entire agreement between Customer and Merge and supersedes 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. This Agreement is governed by the laws of California without reference to conflicts of law rules. For any dispute relating to this Agreement, the parties consent to personal jurisdiction and the exclusive venue of the courts in San Francisco, California, U.S.A. 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. To the extent there is an inconsistency between the terms of the Agreement, an Order Form and/or the DPA, such documents and their terms will be controlled in the following order of precedence: (i) Order Form; (ii) Agreement; and (iii) DPA.
Last Updated: July 31 2025