Last updated: March 10, 2026
These Terms of Service (Terms) govern your access to and use of the websites, applications, software, APIs, tools, documentation, downloads, and related services made available by Merit Systems, Inc. (Merit, we, us, or our) that link to or incorporate these Terms (collectively, the Services).
By accessing or using the Services, you agree to these Terms. If you do not agree, do not access or use the Services.
If you use the Services on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and you includes both you and that entity.
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, AND IMPORTANT LIMITATIONS OF LIABILITY. UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS AFTER FIRST BECOMING SUBJECT TO THESE TERMS, DISPUTES WILL BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN IN COURT.
In these Terms:
Digital Assets means USDC or any other supported cryptocurrency or token used with the Services.External Resources means third-party resources, services, APIs, endpoints, tools, providers, or counterparties that are not controlled by Merit.Providers means third-party operators, vendors, or infrastructure providers used by or accessible through the Services.Protocols means x402, MPP, and any successor or alternative payment protocols supported by the Services.Resources means APIs, endpoints, services, or content accessible through the Services, whether operated by Merit or by third parties.The Services include merit.systems and may include Merit-operated products such as AgentCash, The Stables services, x402scan, and Poncho, except to the extent a product-specific supplement or separate written agreement says otherwise.
The Services may allow you to:
Some Services are operated directly by Merit. Some Services facilitate access to third-party providers, third-party infrastructure, or third-party resources that Merit does not own or control.
You may use the Services only if:
You are solely responsible for ensuring that your use of the Services is lawful in every jurisdiction relevant to you.
The Services may support one or more payment protocols, chains, assets, wallet providers, facilitators, or onramp providers, including x402 and MPP.
You understand and agree that:
You are solely responsible for:
The Services may allow you to use AI models, agents, automations, tool-calling systems, and related workflows.
You are solely responsible for:
AI and automated systems can be wrong, incomplete, misleading, harmful, expensive, or unavailable. Merit does not guarantee that any AI output or automated action will be accurate, safe, lawful, suitable, or useful.
Some Services may allow you to discover, access, evaluate, pay for, or interact with resources, providers, counterparties, or services that are not controlled by Merit (External Resources).
You acknowledge and agree that External Resources:
Merit does not vet, certify, endorse, guarantee, insure, monitor, or assume responsibility for External Resources, their operators, or their outputs. If you interact with an External Resource, you do so entirely at your own risk.
Merit uses, and may change at any time, third-party providers for hosting, storage, analytics, wallets, onramps, payments, settlement, models, search, enrichment, communications, telecom, generation, bookings, registries, and other infrastructure.
Merit may proxy, route, aggregate, bundle, or otherwise facilitate access to provider-backed functionality. Merit may add, remove, replace, suspend, or limit any provider at any time.
Merit does not guarantee:
Provider-backed functionality may be subject to provider terms, rights limitations, usage restrictions, policy changes, technical limits, region limits, confidential commercial constraints, or risk controls that Merit may not be able to disclose in full. Merit may enforce or respond to such restrictions at any time, including by refusing, suspending, filtering, limiting, or removing access, outputs, workflows, use cases, or categories of activity, without notice, explanation, or liability.
Results returned through the Services may include provider-generated output, third-party data, public data, indexed or scraped data, generated media, hosted content, communications records, booking information, registration data, and other provider-backed material. Merit does not represent that any such result is accurate, lawful to use for your purpose, free of third-party rights, or usable for republication, resale, model training, commercialization, operational use, or other downstream use without additional restrictions. You are solely responsible for verifying legality, consent, accuracy, and downstream rights before using any result.
You may not use the Services to:
You are solely responsible for ensuring that your conduct, communications, content, inputs, data sources, automations, and downstream use of outputs comply with all applicable law.
You retain whatever rights you have in the prompts, files, data, communications, and other material you submit to the Services (Your Content), subject to the rights you grant in these Terms and any rights held by third parties.
You grant Merit a worldwide, non-exclusive, royalty-free license to host, use, process, transmit, store, reproduce, modify, display, distribute, and share Your Content as reasonably necessary to operate, secure, improve, and provide the Services, including to route your prompts, files, instructions, requests, and other inputs to the providers, External Resources, counterparties, integrations, and service providers involved in fulfilling the actions you request or authorize through the Services.
If you use the Services to search for, enrich, scrape, analyze, contact, call, message, upload, host, generate from, transact with, or otherwise act on third-party data, targets, recipients, accounts, identifiers, or content, you authorize Merit and the providers and External Resources you invoke to take those actions as directed by your inputs, workflows, prompts, settings, agents, and automations.
You represent and warrant that:
Unless Merit expressly agrees otherwise in writing, you should not expect Your Content or your use of the Services to be treated as confidential.
Merit has no obligation to review, monitor, or verify Your Content, but may do so for legal, security, operational, product, safety, compliance, abuse-prevention, or provider-risk reasons. Merit may refuse, disable, remove, filter, block, or decline to process any content, input, file, prompt, target list, workflow, or output at any time, and has no obligation to store, maintain, or return any of them except as required by applicable law or an express written agreement.
Merit may offer invite codes, promotional campaigns, referral programs, onboarding bonuses, promotional funding, or similar offers (Promotions).
Unless a written offer expressly states otherwise:
If Merit actually transfers digital assets to your wallet, that transfer is generally final unless reversal is required by law, caused by fraud, caused by duplicate or erroneous payout, or otherwise expressly permitted in the applicable Promotion terms.
You are solely responsible for any tax consequences associated with Promotions.
Pricing may change at any time unless Merit expressly agrees otherwise in writing.
You understand and agree that:
Merit may suspend, restrict, disable, remove, or terminate access to any Service, user, wallet, agent, integration, file, listing, invite code, referral link, workflow, or content item at any time, with or without notice, if Merit believes:
Merit may also discontinue any Service or feature at any time.
Sections that by their nature should survive suspension or termination will survive.
The Services may provide data, search results, enrichment, analytics, generated outputs, and other information. The Services do not provide legal, financial, investment, tax, medical, employment, or other professional advice. You are solely responsible for evaluating and verifying any information before acting on it.
Unless Merit expressly agrees otherwise in writing, the Services are not intended to be a consumer reporting agency, consumer report, or investigative consumer report, and are not intended for use in connection with eligibility decisions regulated by the Fair Credit Reporting Act or analogous law.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE, WITH ALL FAULTS.
MERIT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
MERIT DOES NOT WARRANT THAT:
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERIT’S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF:
Nothing in these Terms excludes liability that cannot be excluded under applicable law.
You will indemnify, defend, and hold harmless Merit and its affiliates, officers, directors, employees, contractors, agents, and service providers from and against any claims, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:
Subject to the terms of this Section, and notwithstanding any laws or rules in your jurisdiction that may prohibit mandatory or compelled arbitration, you and Merit agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, these Terms, or prior versions of these Terms, including claims and disputes that arose between us before the effective date of these Terms (each, a Dispute), will be resolved by binding arbitration rather than in court, except that:
For purposes of this Section, Dispute also includes disputes that arose or involve facts occurring before the existence of these Terms or any prior versions of these Terms, as well as claims that may arise after termination of these Terms.
For purposes of this Section 17, Merit Parties means Merit and its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors.
There may be instances when a Dispute arises between you and the Merit Parties. If that occurs, the Merit Parties are committed to working with you to reach a reasonable resolution. You and the Merit Parties agree that good-faith informal efforts to resolve Disputes can result in a prompt, low-cost, and mutually beneficial outcome. You and the Merit Parties therefore agree that before either party commences arbitration against the other, or initiates an action in small claims court if a party so elects, we will personally meet and confer telephonically or via videoconference, in a good-faith effort to resolve informally any Dispute covered by this Section (Informal Dispute Resolution Conference).
If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (Notice), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties.
Notice to the Merit Parties must be sent by email to [email protected] and by mail to:
Merit Systems, Inc.
224 West 35th Street, Ste 500 #2218
New York, NY 10001
The Notice must include:
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree. Multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.
In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Section prohibits the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this Section.
YOU AND THE MERIT PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Merit Parties are instead electing that all Disputes shall be resolved by arbitration under this Section, except as specified in Section 17.1. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
YOU AND THE MERIT PARTIES AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 17.9, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.
ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. Subject to this Section, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 17.9.
Notwithstanding anything to the contrary in this Section, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section 17.4 are invalid or unenforceable as to a particular claim or request for relief, such as a request for public injunctive relief, you and the Merit Parties agree that that particular claim or request for relief, and only that particular claim or request for relief, shall be severed from the arbitration and may be litigated in the courts of New York, sitting in New York City. All other Disputes shall be arbitrated or litigated in small claims court. This Section does not prevent you or the Merit Parties from participating in a class-wide settlement of claims.
These Terms evidence a transaction involving interstate commerce, and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., will govern the interpretation and enforcement of this Section and any arbitration proceedings.
If the Informal Dispute Resolution Conference process described above does not resolve satisfactorily within 60 days after receipt of your Notice, you and the Merit Parties agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (AAA), in accordance with the Consumer Arbitration Rules (AAA Rules) then in effect, except as modified by this Section. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (Request). The Request must include:
If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that:
Unless you and the Merit Parties otherwise agree, or the Batch Arbitration process discussed in Section 17.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.
If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules. You and the Merit Parties agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all such materials and documents confidential.
The arbitrator will be either a retired judge or an attorney licensed to practice law in New York and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within 35 days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 17.9 is triggered, the AAA will appoint the arbitrator for each batch.
The arbitrator shall have exclusive authority to resolve any Dispute, including disputes arising out of or related to the interpretation or application of this Section, including the enforceability, revocability, scope, or validity of this Section or any portion of this Section, except for the following:
The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 17.9. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose, as measured by the standards set forth in Federal Rule of Civil Procedure 11(b). If you or the Merit Parties need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration.
The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Conference process, is entitled to recover its reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs.
To increase the efficiency of administration and resolution of arbitrations, you and the Merit Parties agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against the Merit Parties by or with the assistance of the same law firm, group of law firms, or organizations, within a 30-day period, or as soon as possible thereafter, the AAA shall:
Batch Arbitration).All parties agree that Requests are of a substantially similar nature if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (Administrative Arbitrator).
In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by the Merit Parties. You and the Merit Parties agree to cooperate in good faith with the AAA to implement the Batch Arbitration process, including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include:
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective, or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this Section.
You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to:
Merit Systems, Inc.
224 West 35th Street, Ste 500 #2218
New York, NY 10001
within 30 days after first becoming subject to this Section. Your notice must include your name and address, email address, and an unequivocal statement that you want to opt out of this Section. If you opt out of this Section, all other parts of these Terms will continue to apply to you. Opting out of this Section has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with Merit.
Except as provided in Section 17.4, if any part or parts of this Section are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Section shall continue in full force and effect.
You further agree that any Dispute that you have with the Merit Parties as detailed in this Section must be initiated via arbitration within the applicable statute of limitations for that claim or controversy, or it will be forever time-barred. Likewise, you agree that all applicable statutes of limitations will apply to such arbitration in the same manner as those statutes of limitations would apply in the applicable court of competent jurisdiction.
Notwithstanding any provision in these Terms to the contrary, if Merit makes any future material change to this Section, Merit will notify you. Unless you reject the change within 30 days of such change becoming effective by writing to the Merit Parties at:
Merit Systems, Inc.
224 West 35th Street, Ste 500 #2218
New York, NY 10001
your continued use of the Services following the posting of changes to this Section constitutes your acceptance of any such changes. Changes to this Section do not provide you with a new opportunity to opt out if you have previously agreed to a version of these Terms and did not validly opt out of arbitration.
If you reject any change or update to this Section, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or these Terms, the provisions of this Section as of the date you first accepted these Terms, or accepted any subsequent changes to these Terms, remain in full force and effect. The Merit Parties will continue to honor any valid opt-outs of this Section that you made to a prior version of these Terms.
All aspects of the arbitration proceeding, including the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce these Terms, to enforce an arbitration award, or to seek injunctive or equitable relief.
If a Dispute is found not subject to arbitration, or arbitration is not enforced for a particular claim, the parties agree that the claim will be litigated exclusively in the state or federal courts located in New York, New York.
These Terms and any Dispute relating to them or the Services are governed by the laws of the State of New York, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Merit may update these Terms at any time. If Merit makes material changes, Merit may post the updated Terms, update the date above, or provide other notice. Your continued use of the Services after the effective date of the updated Terms constitutes acceptance.
You must provide current contact information where required by a Service. Merit may provide notices electronically where permitted by law.
You may send legal notices to:
Merit Systems, Inc.
224 West 35th Street, Ste 500 #2218
New York, NY 10001
[email protected]
If a product-specific supplement or separate written agreement applies to a Service, that document controls to the extent of any conflict with these Terms.
Current product supplements include: